[FORM 20-F (Mark One) o OR þ For the fiscal year ended December 31, 2010 OR o For the transition period from ___________________ to ___________________ . OR o 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,] [EX-2.1 22 v217379_ex2-1.htm] [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 % Hei Dai Lung Group Company Limited Hong Kong 100 % Fujian Xidelong Sports Goods Co., Ltd. People’s Republic of China 100 % Xidelong (China)] [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, Wong Chi Keung, 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 5, 2011 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 Report fairly presents, in all material respects, the financial condition and results of operations of Exceed Company Ltd. Lin Shuipan Chairman and Chief Executive Officer Wong Chi Keung Chief Financial Officer] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement No. 333- 171280 on Form S-8 of Exceed Company Ltd. of our reports dated April 5, 2011 relating to the financial statements and effectiveness of internal control over financial reporting, appearing in this Annual Report on Form 20-F. Sherman Oaks, California April 5,]