[FORM 20-F (Mark One) ¨ OR þ For the fiscal year ended December 31, 2009 OR ¨ For the transition period from ___________________ to ___________________. OR ¨ Date of event requiring this shell company report . EXCEED COMPANY LTD. N/A British Virgin Islands (Jurisdiction of incorporation or organization) Suite 8, 20/F, One International Finance Centre 1 Harbour View Street, Central] [British Virgin Islands The BVI Business Companies Act (No. 16 of 2004) Memorandum and Articles of Association of Exceed Company Ltd. st Incorporated this 21 Amended and restated the 24th day of September 2009 Maples Corporate Services (BVI) Limited Kingston Chambers P.O. Box 173 Road Town, Tortola British Virgin Islands TERRITORY OF THE BRITISH VIRGIN ISLANDS THE BVI BUSINESS COMPANIES] [Name of Subsidiary Jurisdiction of Incorporation Beneficial Ownership Windrace International Company Limited Cayman Islands 100% Windrace Investment Holding Limited British Virgin Islands 100% Exceed Brand Management (BVI) Co. Ltd. British Virgin Islands 50% Exceed Brand Management (Hong Kong) Company Limited Hong Kong (1) 50% Hei Dai Lung Group Company Limited Hong Kong 100% Fujian Xidelong Sports Goods Co., Ltd. People’s] [Section 302 of the Sarbanes-Oxley Act I, Lin Shuipan, the Chairman and Chief Executive Officer of Exceed Company Ltd. (the “Company”), certify that: 1. I have reviewed this annual report on Form 20-F of the Company; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact] [Section 302 of the Sarbanes-Oxley Act I, Tai Yau Ting, the Chief Financial Officer of Exceed Company Ltd. (the “Company”), certify that: 1. I have reviewed this annual report on Form 20-F of the Company; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary] [906 Certification April 7, 2010 Lin Shuipan, the Chairman and Chief Executive Officer and Tai Yau Ting, the Chief Financial Officer of Exceed Company Ltd., each certifies that, to the best of his or her knowledge: 1. the Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and 2. the information contained in the] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement No. 333-163280 on Form F-1 of Exceed Company Ltd. of our report dated April 7, 2010 appearing in this Annual Report on Form 20-F of Exceed Company Ltd. for the year ended December 31, 2009. Sherman Oaks, California April 7, 2010 EX-15.1 28]