[FORM 20-F/A Amendment No. 2 (Mark One) £ OR R 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) Tai Yau Ting Suite 8, 20/F, One International Finance] [Contract of XDLONG (China) Co., Ltd. REGIONAL GENERAL AGENCY AGREEMENT XIDELONG (China) Co.Ltd (hereinafter referred to as “Party A” and ____________ (hereinafter referred to as "Party B") have made and entered into the Agreement in respect of the franchise relationship between the two parties. Party B is acting as Party A’s regional general franchisee to sell Party A’s sports and] [Section 302 of the Sarbanes-Oxley Act I, Lin Shuipan, certify that: 1. I have reviewed this Amendment No. 2 to the annual report on Form 20-F of Exceed Company Ltd.; 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 to make the statements made,] [Section 302 of the Sarbanes-Oxley Act I, Wong Chi Keung, certify that: 1. I have reviewed this Amendment No. 2 to the annual report on Form 20-F of Exceed Company Ltd.; 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 to make the statements] [906 Certification October 13, 2010 Lin Shuipan, the Chairman and Chief Executive Officer and Wong Chi Keung, 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 except for Notes 2.5 and 25 for which the date is October 13, 2010 appearing in this Annual Report on Form 20-F/A Amendment No. 2 of Exceed] [[Letterhead of Exceed Company Ltd.] October 13, 2010 VIA EDGAR Mr. John Reynolds Assistant Director Division of Corporation Finance Re: Exceed Company Ltd. Dear Mr. Reynolds: The purpose of this letter is to respond to your letter dated September 15, 2010. To assist you in reviewing our response, we have preceded each response with a copy (in bold type) of]