[SCHEDULE TO (Rule 14d-100) Tender Offer Statement under Section 14(d)(1) or 13(e)(1) EXCEED COMPANY LTD. (Name of Subject Company (Issuer)) EXCEED COMPANY LTD. (Names of Filing Persons (Issuer)) (Title of Class of Securities) 632335112 Lin Shuipan Chairman and Chief Executive Officer Xidelong Industrial Zone Jinjiang, Fuijan Province, PRC Tel: 86 595 82858888 Copy to: Michel J. Feldman, Esq. Seyfarth Shaw] [OFFER LETTER TO PURCHASE COMMON STOCK OF EXCEED COMPANY LTD. NOVEMBER 30, 2009 Exceed Company Ltd. The Offer will commence on November 30, 2009 (the date the materials relating to the Offer are first sent to the holders) and end on the Expiration Date. IMPORTANT PROCEDURES • • • •] [LETTER OF TRANSMITTAL OF EXCEED COMPANY LTD. NOVEMBER 30, 2009 THE OFFER AND RESCISSION RIGHTS EXPIRE AT 5:00 P.M., U.S. EASTERN TIME ON THE NIGHT OF DECEMBER 30, 2009 UNLESS THE OFFER IS EXTENDED The Depositary for the Offer is: Continental Stock Transfer & Trust Company BY MAIL, HAND OR OVERNIGHT DELIVERY: CONTINENTAL STOCK TRANSFER & TRUST COMPANY 17 BATTERY] [NOTICE OF GUARANTEED DELIVERY EXCEED COMPANY LTD. This Notice of Guaranteed Delivery, or one substantially in the form hereof, must be used to accept the Offer (as defined below) if: • • Time will not permit all required documents, including a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile of the Letter of Transmittal) and] [Offer Letter to Exchange for Ordinary Shares by EXCEED COMPANY LTD. of THE TENDER OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON DECEMBER 30, 2009, UNLESS THE TENDER OFFER IS EXTENDED. November 30, 2009 To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees: Offer Letter Offer Company Ordinary Shares Expiration Date Enclosed for] [Offer Letter to Exchange for Ordinary Shares by EXCEED COMPANY LTD. of THE TENDER OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON DECEMBER 30, 2009, UNLESS THE TENDER OFFER IS EXTENDED. To Our Clients: Offer Letter Offer Company Ordinary Shares Expiration Date Enclosed for your consideration are the Offer Letter, dated November 30, 2009] [The foregoing reference to the offer and any other related transactions shall not constitute an offer to buy or exchange securities or constitute the solicitation of an offer to sell or exchange any securities in Exceed or any of its subsidiaries. www.sec.gov , or from the Information Agent as noted above. ABOUT EXCEED COMPANY LTD Exceed Company Ltd. designs, develops]