[FORM 20-F/A Amendment No. 1 (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] [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 August 23, 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 August 23, 2010 appearing in this Annual Report on Form 20-F Amendment No. 1 of Exceed]