SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13D

Under the Securities Exchange Act of 1934

(Amendment No. )*

Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and
Amendments Thereto Filed Pursuant to Rule 13d-2(a)

Exceed Company Ltd.

(Name of Issuer)

Ordinary Shares, $0.0001 par value

(Title of Class of Securities)

G32335

(CUSIP Number)

Shuipan Lin Shuli Chen Tiancheng Int'l Investment Group Limited No. 103, Qiancanggong Road, Huatingkou Village Chendai Town, Jinjiang City Fujian Province, P.R.China +(86) 595 3630 6888	Victory Summit Investments Limited New Horizon Capital Partners III, Ltd. New Horizon Capital Partners, Ltd. New Horizon Capital III, L.P. New Horizon Capital, L.P. Windtech Holdings Limited Wisetech Holdings Limited PO Box 314, 3rd Floor, 18 Fort Street George Town, Grand Cayman KY1-1104, Cayman Islands +(345) 749 8630
Jinlei Shi RichWise International Investment Group Limited Room 4101, Landmark, 4028 Jintian Road Futian District Shenzhen, P.R.China +(86) 755 8283 9998	Huixin Zhuang HK Haima Group Limited Room 18 Unit A 14/F, Shnu On Commercial Building 112-114 Des Voeux Road Central Hong Kong +(852) 8131 2057
With a copy to: Peter X. Huang Skadden, Arps, Slate, Meagher & Flom LLP 30th Floor, China World Office 2 No. 1, Jianguomenwai Avenue Beijing 100004, People’s Republic of China +(86) 10 6535-5599

 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 17, 2013

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. G32335

1.	NAME OF REPORTING PERSON: Shuipan Lin
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)     ¨ (b)     ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS PF
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION People’s Republic of China
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 12,822,986
		8.	SHARED VOTING POWER 2,037,053
		9.	SOLE DISPOSITIVE POWER 12,822,986
		10.	SHARED DISPOSITIVE POWER 2,037,053
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,860,039 (1) (2)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 45.0% (3)
14.	TYPE OF REPORTING PERSON IN

⁽¹⁾ The Reporting Persons could be deemed to be part of a “group” (as discussed in Item 2 of this Schedule 13D) with certain other beneficial owners of the Company’s Common Stock who collectively own 21,960,679 shares of Common Stock.

⁽²⁾ Includes 2,037,053 Ordinary Shares beneficially owned by Shuli Chen.

⁽³⁾ Percentage calculated based on 33,022,665 Ordinary Shares outstanding as of December 31, 2012 as set forth in the annual report on Form 20-F filed by the Company for the fiscal year ended December 31, 2012. 

Page 2 of 26

CUSIP No. G32335

1.	NAME OF REPORTING PERSON: Tiancheng Int'l Investment Group Limited
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)     ¨ (b)     ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Hong Kong
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 0
		8.	SHARED VOTING POWER 2,037,053
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 2,037,053
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,037,053 (1)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.2% (2)
14.	TYPE OF REPORTING PERSON CO

⁽¹⁾ The Reporting Persons could be deemed to be part of a “group” (as discussed in Item 2 of this Schedule 13D) with certain other beneficial owners of the Company’s Common Stock who collectively own 21,960,679 shares of Common Stock.

⁽²⁾ Percentage calculated based on 33,022,665 Ordinary Shares outstanding as of December 31, 2012 as set forth in the annual report on Form 20-F filed by the Company for the fiscal year ended December 31, 2012. 

Page 3 of 26

CUSIP No. G32335

1.	NAME OF REPORTING PERSON: Shuli Chen
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)     ¨ (b)     ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS PF
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION People’s Republic of China
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 0
		8.	SHARED VOTING POWER 2,037,053
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 2,037,053
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,037,053 (1)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.2% (2)
14.	TYPE OF REPORTING PERSON IN

⁽¹⁾ The Reporting Persons could be deemed to be part of a “group” (as discussed in Item 2 of this Schedule 13D) with certain other beneficial owners of the Company’s Common Stock who collectively own 21,960,679 shares of Common Stock.

⁽²⁾ Percentage calculated based on 33,022,665 Ordinary Shares outstanding as of December 31, 2012 as set forth in the annual report on Form 20-F filed by the Company for the fiscal year ended December 31, 2012.

Page 4 of 26

CUSIP No. G32335

1.	NAME OF REPORTING PERSON: RichWise International Investment Group Limited
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)     ¨ (b)     ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 0
		8.	SHARED VOTING POWER 2,124,329
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 2,124,329
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,124,329 (1)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.4% (2)
14.	TYPE OF REPORTING PERSON CO

⁽¹⁾ The Reporting Persons could be deemed to be part of a “group” (as discussed in Item 2 of this Schedule 13D) with certain other beneficial owners of the Company’s Common Stock who collectively own 21,960,679 shares of Common Stock.

⁽²⁾ Percentage calculated based on 33,022,665 Ordinary Shares outstanding as of December 31, 2012 as set forth in the annual report on Form 20-F filed by the Company for the fiscal year ended December 31, 2012. 

Page 5 of 26

CUSIP No. G32335

1.	NAME OF REPORTING PERSON: Jinlei Shi
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)     ¨ (b)     ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS PF
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION People’s Republic of China
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 0
		8.	SHARED VOTING POWER 2,124,329
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 2,124,329
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,124,329 (1)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.4% (2)
14.	TYPE OF REPORTING PERSON IN

⁽¹⁾ The Reporting Persons could be deemed to be part of a “group” (as discussed in Item 2 of this Schedule 13D) with certain other beneficial owners of the Company’s Common Stock who collectively own 21,960,679 shares of Common Stock.

⁽²⁾ Percentage calculated based on 33,022,665 Ordinary Shares outstanding as of December 31, 2012 as set forth in the annual report on Form 20-F filed by the Company for the fiscal year ended December 31, 2012. 

Page 6 of 26

CUSIP No. G32335

1.	NAME OF REPORTING PERSON: Windtech Holdings Limited
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)     ¨ (b)     ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 0
		8.	SHARED VOTING POWER 2,374,670
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 2,374,670
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,374,670 (1)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.2% (2)
14.	TYPE OF REPORTING PERSON CO

⁽¹⁾ The Reporting Persons could be deemed to be part of a “group” (as discussed in Item 2 of this Schedule 13D) with certain other beneficial owners of the Company’s Common Stock who collectively own 21,960,679 shares of Common Stock.

⁽²⁾ Percentage calculated based on 33,022,665 Ordinary Shares outstanding as of December 31, 2012 as set forth in the annual report on Form 20-F filed by the Company for the fiscal year ended December 31, 2012.

Page 7 of 26

CUSIP No. G32335

1.	NAME OF REPORTING PERSON: New Horizon Capital III, L.P.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)     ¨ (b)     ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 0
		8.	SHARED VOTING POWER 2,374,670
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 2,374,670
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,374,670 (1)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.2% (2)
14.	TYPE OF REPORTING PERSON PN

⁽¹⁾ The Reporting Persons could be deemed to be part of a “group” (as discussed in Item 2 of this Schedule 13D) with certain other beneficial owners of the Company’s Common Stock who collectively own 21,960,679 shares of Common Stock.

⁽²⁾ Percentage calculated based on 33,022,665 Ordinary Shares outstanding as of December 31, 2012 as set forth in the annual report on Form 20-F filed by the Company for the fiscal year ended December 31, 2012.

Page 8 of 26

CUSIP No. G32335

1.	NAME OF REPORTING PERSON: New Horizon Capital Partners III, Ltd.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)     ¨ (b)     ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 0
		8.	SHARED VOTING POWER 2,374,670
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 2,374,670
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,374,670 (1)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.2% (2)
14.	TYPE OF REPORTING PERSON CO

⁽¹⁾ The Reporting Persons could be deemed to be part of a “group” (as discussed in Item 2 of this Schedule 13D) with certain other beneficial owners of the Company’s Common Stock who collectively own 21,960,679 shares of Common Stock.

⁽²⁾ Percentage calculated based on 33,022,665 Ordinary Shares outstanding as of December 31, 2012 as set forth in the annual report on Form 20-F filed by the Company for the fiscal year ended December 31, 2012.

Page 9 of 26

CUSIP No. G32335

1.	NAME OF REPORTING PERSON: Wisetech Holdings Limited
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)     ¨ (b)     ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 0
		8.	SHARED VOTING POWER 1,583,114
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 1,583,114
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,583,114 (1)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.8% (2)
14.	TYPE OF REPORTING PERSON CO

⁽¹⁾ The Reporting Persons could be deemed to be part of a “group” (as discussed in Item 2 of this Schedule 13D) with certain other beneficial owners of the Company’s Common Stock who collectively own 21,960,679 shares of Common Stock.

⁽²⁾ Percentage calculated based on 33,022,665 Ordinary Shares outstanding as of December 31, 2012 as set forth in the annual report on Form 20-F filed by the Company for the fiscal year ended December 31, 2012.

Page 10 of 26

CUSIP No. G32335

1.	NAME OF REPORTING PERSON: New Horizon Capital, L.P.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)     ¨ (b)     ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 0
		8.	SHARED VOTING POWER 1,583,114
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 1,583,114
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,583,114 (1)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.8% (2)
14.	TYPE OF REPORTING PERSON PN

⁽¹⁾ The Reporting Persons could be deemed to be part of a “group” (as discussed in Item 2 of this Schedule 13D) with certain other beneficial owners of the Company’s Common Stock who collectively own 21,960,679 shares of Common Stock.

⁽²⁾ Percentage calculated based on 33,022,665 Ordinary Shares outstanding as of December 31, 2012 as set forth in the annual report on Form 20-F filed by the Company for the fiscal year ended December 31, 2012.

Page 11 of 26

CUSIP No. G32335

1.	NAME OF REPORTING PERSON: New Horizon Capital Partners, Ltd.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)     ¨ (b)     ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 0
		8.	SHARED VOTING POWER 1,583,114
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 1,583,114
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,583,114 (1)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.8% (2)
14.	TYPE OF REPORTING PERSON CO

⁽¹⁾ The Reporting Persons could be deemed to be part of a “group” (as discussed in Item 2 of this Schedule 13D) with certain other beneficial owners of the Company’s Common Stock who collectively own 21,960,679 shares of Common Stock.

⁽²⁾ Percentage calculated based on 33,022,665 Ordinary Shares outstanding as of December 31, 2012 as set forth in the annual report on Form 20-F filed by the Company for the fiscal year ended December 31, 2012.

Page 12 of 26

CUSIP No. G32335

1.	NAME OF REPORTING PERSON: Victory Summit Investments Limited
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)     ¨ (b)     ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 0
		8.	SHARED VOTING POWER 3,957,784
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 3,957,784
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,957,784 (1)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.0% (2)
14.	TYPE OF REPORTING PERSON CO

⁽¹⁾ The Reporting Persons could be deemed to be part of a “group” (as discussed in Item 2 of this Schedule 13D) with certain other beneficial owners of the Company’s Common Stock who collectively own 21,960,679 shares of Common Stock.

⁽²⁾ Percentage calculated based on 33,022,665 Ordinary Shares outstanding as of December 31, 2012 as set forth in the annual report on Form 20-F filed by the Company for the fiscal year ended December 31, 2012.

Page 13 of 26

CUSIP No. G32335

1.	NAME OF REPORTING PERSON: HK Haima Group Limited
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)     ¨ (b)     ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Hong Kong
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 0
		8.	SHARED VOTING POWER 1,018,527
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 1,018,527
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,018,527 (1)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.1% (2)
14.	TYPE OF REPORTING PERSON CO

⁽¹⁾ The Reporting Persons could be deemed to be part of a “group” (as discussed in Item 2 of this Schedule 13D) with certain other beneficial owners of the Company’s Common Stock who collectively own 21,960,679 shares of Common Stock.

⁽²⁾ Percentage calculated based on 33,022,665 Ordinary Shares outstanding as of December 31, 2012 as set forth in the annual report on Form 20-F filed by the Company for the fiscal year ended December 31, 2012. 

Page 14 of 26

CUSIP No. G32335

1.	NAME OF REPORTING PERSON: Huixin Zhuang
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)     ¨ (b)     ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS PF
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Hong Kong
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 0
		8.	SHARED VOTING POWER 1,018,527
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 1,018,527
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,124,329 (1)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.1% (2)
14.	TYPE OF REPORTING PERSON IN

⁽¹⁾ The Reporting Persons could be deemed to be part of a “group” (as discussed in Item 2 of this Schedule 13D) with certain other beneficial owners of the Company’s Common Stock who collectively own 21,960,679 shares of Common Stock.

⁽²⁾ Percentage calculated based on 33,022,665 Ordinary Shares outstanding as of December 31, 2012 as set forth in the annual report on Form 20-F filed by the Company for the fiscal year ended December 31, 2012.

Page 15 of 26

INTRODUCTORY NOTE

This Schedule 13D (this “Schedule 13D”) is filed jointly by Shuipan Lin (“Mr. Lin”), Shuili Chen ("Ms. Chen"), Tiancheng Int'l Investment Group Limited (“Tiancheng”), Victory Summit Investments Limited (“Victory Summit”), New Horizon Capital Partners III, Ltd. ("NH Capital III"), New Horizon Capital Partners, Ltd. ("NH Capital"), New Horizon Capital III, L.P. ("NH III"), New Horizon Capital, L.P. ("NH"), Windtech Holdings Limited ("Windtech"), Wisetech Holdings Limited ("Wisetech"), Jinlei Shi ("Mr. Shi"), RichWise International Investment Group Limited ("RichWise"), Huixin Zhuang ("Ms. Zhuang") and HK Haima Group Limited ("Haima", together with Mr. Lin, Ms. Chen, Tiancheng, Victory Summit, NH Capital III, NH Capital, NH III, NH, Windtech, Wisetech, Mr. Shi, RichWise and Ms. Zhuang, the “Reporting Persons”). With respect to Mr. Lin, this Schedule 13D represents Amendment No. 1 to the original statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on May 16, 2011 by Mr. Lin with respect to Exceed Company Ltd. (the “Company”). With respect to Windtech, Wisetech, NH III and NH (together with Victory Summit, NH Capital III and NH Capital, the "NH Group"), this Schedule 13D represents Amendment No. 1 to the original statement on Schedule 13D filed with the SEC on December 1, 2009 by Windtech, Wisetech, NH III and NH with respect to the Company. This Schedule 13D represents the initial statement on Schedule 13D filed by Ms. Chen, Tiancheng, Mr. Shi, RichWise, Ms. Zhuang and Haima.

Item 1. Security and Issuer

This Schedule 13D relates to the Company's ordinary shares, par value $0.0001 per share (the “Ordinary Shares”). The address of the principal executive office of the Company is Unit F, 24/F, China Overseas Building, 139 Hennessy Road, Wanchai, Hong Kong.

Item 2. Identity and Background

Item 2 is hereby supplemented as follows and, with respect to Mr. Lin and the NH Group, the information set forth in Item 2(e)-(f) supersedes the information previously provided in Item 2(e)-(f) of their respective original statement on Schedule 13D:

(a) This Schedule 13D is being filed jointly on behalf of the Reporting Persons. A Joint Filing Agreement among the Reporting Persons is attached hereto as Exhibit 7.01.

(b) The business address of each of Tiancheng and Ms. Chen is c/o No. 103, Qiancanggong Road, Huatingkou Village Chendai Town, Jinjiang City, Fujian Province, P.R.China.

The business address of each of RichWise and Mr. Shi is c/o Room 4101, Landmark, 4028 Jintian Road, Futian District, Shenzhen, P.R.China.

The business address of the NH Group is PO Box 314, 3rd Floor, 18 Fort Street, George Town, Grand Cayman KY1-1104, Cayman Islands.

The business address of each of Haima and Ms. Zhuang is c/o Room 18 Unit A 14/F, Shnu On Commercial Building, 112-114 Des Voeux Road Central, Hong Kong.

(c) Ms. Chen is the sole shareholder and director of Tiancheng. Mr. Shi is the sole shareholder and director of RichWise. Ms. Zhuang is the sole shareholder and director of Haima.

Each of Tiancheng, RichWise and Haima is an investment holding company.

Windtech is a wholly-owned subsidiary of NH III, and Wisetech is a wholly owned subsidiary of NH. NH Capital III and NH Capital are the general partners of NH III and NH, respectively. Victory Summit is the 100% shareholder of each of NH Capital III and NH Capital.

Page 16 of 26

(d) – (e) During the last five years, none of the Reporting Persons has been (1) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (2) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Each of Ms. Chen and Mr. Shi is a citizen of the People’s Republic of China. Ms. Zhuang is a citizen of Hong Kong.

Each of Tiancheng and Haima is incorporated in Hong Kong. RichWise is incorporated in the British Virgin Islands.

Each of NH Capital III and NH Capital is incorporated in the Cayman Islands. Victory Summit is incorporated in the British Virgin Islands.

Information with respect to each of the Reporting Persons is given solely by such Reporting Person and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

It is anticipated that, at the price per Ordinary Share set forth in the Proposal (as described in Item 4 below), approximately US$19,026,616 million will be expended in acquiring 11,061,986 outstanding Ordinary Shares owned by stockholders of the Company other than the Consortium Members (as defined below)(“Publicly Held Shares”).

It is anticipated that the funding for the acquisition of the Publicly Held Shares will be provided by a combination of debt and equity financing.

ITEM 4. PURPOSE OF TRANSACTION

On August 17, 2013, Mr. Lin, Tiancheng, Windtech, Wisetech, RichWise and Haima ("Consortium Members") entered into a consortium agreement (the “Consortium Agreement”). Under the Consortium Agreement, the Consortium Members agreed, among other things, (i) to jointly deliver a non-binding proposal (the “Proposal”) to the Company’s board of directors for the acquisition of the Publicly Held Shares, (ii) to deal exclusively with each other with respect to the transaction contemplated under the Proposal for a certain period, (iii) to conduct a joint assessment of the Company as promptly as reasonably practicable, and (iv) to use their reasonable best efforts to work together to structure, negotiate and do all things necessary or desirable, subject to the Company's approval, to enter into the definitive agreements in respect of the transactions contemplated under the Proposal.

On August 17, 2013, the Consortium Members submitted the Proposal to the Company’s board of directors. In the Proposal, the Consortium Members proposed to acquire, through an acquisition vehicle to be formed by the Consortium Members, all of the Publicly Held Shares for US$1.72 per Ordinary Share. The Consortium Members also stated in the Proposal that they are interested only in acquiring the Publicly Held Shares, and that they do not intend to sell their stakes in the Company. The Consortium Members intend to finance the transactions contemplated under the Proposal through a combination of debt and equity financing.

The Consortium Members indicated in the Proposal that they are prepared to negotiate and finalize the terms of the proposed transaction in definitive transaction documents, which will provide for covenants and conditions typical and appropriate for transactions of this type. The Proposal also provided that no binding obligation on the part of the Company or the Consortium Members shall arise with respect to the proposed transaction unless and until definitive agreements have been executed.

If the transactions contemplated under the Proposal are completed, the shares of Common Stock would become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Act and would be delisted from the NASDAQ Global Select Market.

References to the Consortium Agreement and the Proposal in this Schedule 13D are qualified in their entirety by reference to the Consortium Agreement and the Proposal, copies of which are attached hereto as Exhibits 7.02 and 7.03 and incorporated herein by reference in their entirety.

Page 17 of 26

Except as indicated above, none of the Reporting Persons have any plans or proposals that relate to or would result in any other action specified in Item 4 on this Schedule 13D.

Item 5. Interest in Securities of the Issuer

(a) – (b) The following disclosure assumes that there are 33,022,665 Ordinary Shares outstanding as of December 31, 2012 as set forth in the annual report on Form 20-F filed by the Company for the fiscal year ended December 31, 2012.

The responses of each Reporting Person to Rows (7) through (11) of the cover page of this statement are incorporated herein by reference.

Ms. Chen is the mother of Mr. Lin and Mr. Lin shares the power to vote or direct the vote of the Ordinary Shares beneficially owned by Ms. Chen.

In addition, pursuant to Section 13(d)(3) of the Act, the Reporting Persons may on the basis of the facts described elsewhere herein be considered to be a “group”. Each of (i) Mr. Lin, Ms. Chen and Tiancheng, (ii) Mr. Shi and RichWise, (iii) the NH Group and (iv) Ms. Zhuang and Haima disclaim any membership or participation in a “group” with the other Reporting Persons and further disclaims beneficial ownership of any Ordinary Shares beneficially owned by the other Reporting Persons.

(c) Except as set forth in Item 3 above, none of the Reporting Persons has effected any transactions in the Common Stock during the 60 days preceding the filing of this Schedule 13D.

(d)-(e) Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

The descriptions of the principal terms of the Proposal and the Consortium Agreement under Item 4 are incorporated herein by reference in their entirety.

To the best knowledge of the Reporting Persons, except as provided herein, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons and between any of the Reporting Persons and any other person with respect to any securities of the Company, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies, or a pledge or contingency, the occurrence of which would give another person voting power over the securities of the Company.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

Exhibit 7.01:	Joint Filing Agreement by and among the Reporting Persons, dated as of August 20, 2013.
Exhibit 7.02:	Consortium Agreement by and among the Consortium Members, dated as of August 17, 2013.
Exhibit 7.03	Proposal Letter from the Consortium Members to the Company’s board of directors, dated as of dated as of August 17, 2013.

Page 18 of 26

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: August 20, 2013
Shuipan Lin
By:	/s/ Shuipan Lin
Name: Shuipan Lin
Shuli Chen
By:	/s/ Shuli Chen
Name: Shuli Chen
Tiancheng Int'l Investment Group Limited
By:	/s/ Shuli Chen
Name: Shuli Chen
Title: Director

Windtech Holdings Limited
By:	/s/ Wong Kok Wai
Name: Wong Kok Wai
Title: Director
Wisetech Holdings Limited
By:	/s/ Wong Kok Wai
Name: Wong Kok Wai
Title: Director
New Horizon Capital III, L.P.
By New Horizon Capital Partners III, Ltd., its general partner
By:	/s/ Yu Jianming
Name: Yu Jianming
Title: Director
New Horizon Capital, L.P.
By New Horizon Capital Partners, Ltd., its general partner
By:	/s/ Yu Jianming
Name: Yu Jianming
Title: Director
New Horizon Capital Partners III, Ltd.
By:	/s/ Yu Jianming
Name: Yu Jianming
Title: Director
New Horizon Capital Partners, Ltd.
By:	/s/ Yu Jianming
Name: Yu Jianming
Title: Director
Victory Summit Investments Limited
By:	/s/ Yu Jianming
Name: Yu Jianming
Title: Director

Jinlei Shi
By:	/s/ Jinlei Shi
Name: Jinlei Shi
RichWise International Investment Group Limited
By:	/s/ Jinlei Shi
Name: Jinlei Shi
Title: Director

Huixin Zhuang
By:	/s/ Huixin Zhuang
Name: Huixin Zhuang
HK Haima Group Limited
By:	/s/ Huixin Zhuang
Name: Huixin Zhuang
Title: Director

EX-7.01

Exhibit 7.01

AGREEMENT OF JOINT FILING

The parties listed below agree that the Schedule 13D to which this agreement is attached as an exhibit, and all further amendments thereto, shall be filed on behalf of each of them. This Agreement is intended to satisfy Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Dated: August 20, 2013
Shuipan Lin
By:	/s/ Shuipan Lin
Name: Shuipan Lin
Shuli Chen
By:	/s/ Shuli Chen
Name: Shuli Chen
Tiancheng Int'l Investment Group Limited
By:	/s/ Shuli Chen
Name: Shuli Chen
Title: Director

[Signature Page to Joint Filing Agreement] 

Windtech Holdings Limited
By:	/s/ Wong Kok Wai
Name: Wong Kok Wai
Title: Director
Wisetech Holdings Limited
By:	/s/ Wong Kok Wai
Name: Wong Kok Wai
Title: Director
New Horizon Capital III, L.P.
By New Horizon Capital Partners III, Ltd., its general partner
By:	/s/ Yu Jianming
Name: Yu Jianming
Title: Director
New Horizon Capital, L.P.
By New Horizon Capital Partners, Ltd., its general partner
By:	/s/ Yu Jianming
Name: Yu Jianming
Title: Director
New Horizon Capital Partners III, Ltd.
By:	/s/ Yu Jianming
Name: Yu Jianming
Title: Director
New Horizon Capital Partners, Ltd.
By:	/s/ Yu Jianming
Name: Yu Jianming
Title: Director
Victory Summit Investments Limited
By:	/s/ Yu Jianming
Name: Yu Jianming
Title: Director

[Signature Page to Joint Filing Agreement] 

Jinlei Shi
By:	/s/ Jinlei Shi
Name: Jinlei Shi
RichWise International Investment Group Limited
By:	/s/ Jinlei Shi
Name: Jinlei Shi
Title: Director

[Signature Page to Joint Filing Agreement] 

Huixin Zhuang
By:	/s/ Huixin Zhuang
Name: Huixin Zhuang
HK Haima Group Limited
By:	/s/ Huixin Zhuang
Name: Huixin Zhuang
Title: Director

[Signature Page to Joint Filing Agreement]

EX-7.02

EXECUTION VERSION

CONSORTIUM AGREEMENT

THIS CONSORTIUM AGREEMENT (this "Agreement") is dated as of August 17, 2013 and is entered into by and among Shuipan Lin (the "Founder"), Tiancheng Int'l Investment Group Limited ("Tiancheng"), HK Haima Group Limited ("Haima"), Wisetech Holdings Limited ("Wisetech"), Windtech Holdings Limited ("Windtech") and RichWise International Investment Group Limited (“RichWise”). Each of the Founder, Tiancheng, Haima, Wisetech, Windtech and RichWise is referred to herein as a "Party", and collectively, the "Parties".

RECITALS

WHEREAS, the Parties are interested in pursuing a possible acquisition (the "Transaction") of all of the issued and outstanding shares of Exceed Company Ltd. (the "Company") through a special purpose vehicle ("Parent") to be formed by the Parties;

WHEREAS, (a) in connection with the Transaction, the Parties propose to form Parent under the laws of the Cayman Islands or another offshore jurisdiction as the Parties deem appropriate, and to cause Parent to form a direct, wholly-owned subsidiary ("Merger Sub") under the laws of the British Virgin Islands, and (b) at the closing of the Transaction, the Parties intend that Merger Sub will be merged with and into the Company, with the Company being the surviving company and becoming a direct, wholly-owned subsidiary of Parent;

WHEREAS, on the date hereof, the Parties will submit a non-binding proposal, a copy of which is attached hereto as Schedule A (the "Proposal Letter"), to the board of directors of the Company (the "Company Board") in connection with the Transaction; and

WHEREAS, in accordance with the terms of this Agreement, the Parties will cooperate and participate in: (a) the evaluation of the Company, including conducting due diligence of the Company and its business; (b) discussions regarding the Proposal Letter with the Company; and (c) the negotiation of the terms of definitive documentation in connection with the Transaction, including an agreement and plan of merger among Parent, Merger Sub and the Company in form and substance to be agreed by the Parties (the "Merger Agreement"), which shall be subject to the approval of the shareholders of the Company.

NOW, THEREFORE, the Parties agree as follows:

1.           Certain Definitions.

"Competing Transaction" shall mean (i) any direct or indirect acquisition by any person or entity of any securities representing a controlling equity interest in the Company or all or substantially all of its assets or (ii) a recapitalization, restructuring, merger, consolidation or other business combination involving a change in control of the Company or any of its material subsidiaries, in either case other than the Transaction.

"Representatives" shall mean, with respect to a person, such person's employees, directors, officers, partners, members, affiliates, agents, advisors (including, but not limited to, legal counsel, accountants, consultants and financial advisors), and any representative of the foregoing. The Representatives shall include the Advisors as defined in Section 3(c).

"Shares" shall mean the issued and outstanding shares of the Company.

2.           Commitment to the Consortium.

(a)          Within the term of this Agreement, each Party will deal exclusively with each other with respect to the Transaction or other related matters, and will not, and will cause his or its Representatives acting in such capacity as well as Parent not to, without the written consent of the other Parties: (i) directly or indirectly initiate, solicit, encourage or otherwise engage in discussions or negotiations with the Company or any third party with respect to a Competing Transaction; (ii) provide any information to any third party with a view to the third party or any other third party pursuing or considering to pursue a Competing Transaction; (iii) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, do anything which is directly inconsistent with, or omit to do anything, which omission is directly inconsistent with, the Transaction as contemplated under this Agreement; or (iv) acquire any securities of the Company; provided, however, that nothing in this letter agreement shall restrict or prevent any Party or its Representative from conducting such activities in his or her capacity as a director or officer of the Company insofar as he or she takes action in that connection other than in his capacity as a shareholder of the Company.

(b)          Within the term of this Agreement, each Party will not, and will not permit his or its affiliates or Representatives to, directly or indirectly: (i) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell, any Shares (in each instance a "Transfer"), or enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of the Shares or any right, title or interest thereto or therein; (ii) deposit any Shares into a voting trust or grant any proxy or enter into a voting agreement, power of attorney or voting trust with respect to any Shares; (iii) take any action that would have the effect of preventing, disabling or delaying any Party or his or its affiliate from performing his or its obligations under this Agreement; or (iv) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i), (ii) or (iii) of this Section 2(b).

(c)          Subject to Section 2(a), each Party will, and will cause his or its Representatives to, immediately cease and terminate any existing activities, discussions and negotiations in connection with any Competing Transaction. During the term of this Agreement, the Founders shall promptly provide each of the PE Sponsors notice of any unsolicited offer or proposal received in relation to any Competing Transaction, including the terms of any such offer or proposal, and any written communications with respect thereto, which it may receive in its capacity as a shareholder of the Company.

3.           Process.

(a)          Upon signing of this Agreement, the Parties shall immediately deliver the Proposal Letter to the Company Board.

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(b)          Within the term of this Agreement and as permitted by the Company Board, the Parties shall as promptly as reasonably practicable conduct a joint assessment of the Company, and shall in good faith and with mutual cooperation use their reasonable best efforts to work together to structure, negotiate and do all things necessary or desirable, subject to the Company's approval, to enter into the Merger Agreement and other ancillary documents in connection with the Transaction (the "Definitive Agreements"). This Agreement constitutes only a preliminary arrangement relating to a Transaction and does not constitute any binding commitment with respect to a Transaction. Such a commitment will result only from the execution of the Definitive Agreements, and then will be on the terms provided in the Definitive Agreements. The Parties and their respective affiliates and Representatives shall coordinate with each other in structuring and negotiating the Transaction, including establishing appropriate vehicles for the purpose of the Transaction; provided, however, that in no event will any Party be obligated without his or its consent to enter into or otherwise be a Party to any Definitive Agreements.

(c)          Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates ("Skadden") is acting as legal advisor to the buyer consortium (the "Consortium") established hereunder by the Parties in connection with the Transaction. All other advisors to the Consortium (collectively with Skadden, the "Advisors") shall be jointly selected by the Parties.

4.           Confidentiality. Each Party shall, and shall direct his or its Representatives to, keep this Agreement and the Transaction confidential and shall not make any public statement or announcement concerning or disclose to any third party the fact that discussions or negotiations are taking place concerning the Transaction or any of the terms, conditions or other facts with respect thereto, including the status thereof, other than as mutually agreed in writing by the Parties or as required by applicable laws, rules or regulations. Each Party shall coordinate in good faith all press releases and other public relation matters relating to the Transaction.

5.           Certain Fees and Expenses.

(a)          If the Transaction is not eventually consummated, and there has been no breach of this Agreement by any Party, the Parties agree that: (i) each Party shall bear fees and out-of-pocket expenses payable by it in connection with the Transaction incurred prior to the termination of this Agreement; and (ii) unless otherwise agreed among the Parties, each Party shall bear a percentage, equal to his or its planned equity ownership percentage of Parent immediately after the consummation of the Transaction, of any fees and out-of-pocket expenses payable by the Consortium in connection with the Transaction incurred prior to the termination of this Agreement, including any fees and expenses payable to the Advisors.

(b)          Upon consummation of the Transaction, Parent shall reimburse each Party for all fees and out-of-pocket expenses incurred by him or it in connection with the Transaction; provided, however, that such reimbursable expenses of a Party incurred prior to the execution of this Agreement shall be limited to those approved in writing by the Parties prior to the date hereof.

(c)          Each Party shall share, ratably based on such Party's planned equity participation in the Transaction, any termination, topping, break-up or other fees or amounts (including amounts paid in settlement of any disputes or litigation relating to the Transaction) payable by Parent (or one or more of its affiliates or designees), net of the expenses required to be borne by such Party pursuant to Section 5(a).

3

6.           Remedies. It is understood and agreed that money damages may not be a sufficient remedy for a breach of this Agreement by any Party and that each Party shall be entitled to seek equitable relief, including injunction and specific performance, as a remedy of any such breach by the other Parties. Such remedies shall not be deemed to be the exclusive remedies for a breach by a Party but shall be in addition to all other remedies available at law or in equity to the other Parties. Each Party further agrees not to raise as a defense or objection to the request or granting of such relief that any breach of this Agreement is or would be compensable by an award of money damages, and each Party agrees to waive any requirements for the securing or posting of any bond in connection with such remedy.

7.           Governing Law; Jurisdiction. This Agreement and all matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of New York, United States of America, without reference to conflict of laws principles. Any dispute, controversy or claim arising out of or relating to this Agreement, including the validity, invalidity, breach or termination thereof, shall be settled by submission to the courts located in the Hong Kong Special Administrative Region of the People's Republic of China.

8.           No Modification. No provision in this Agreement can be waived, modified or amended except by written consent of the Parties, which consent shall specifically refer to the provision to be waived, modified or amended and shall explicitly make such waiver, modification or amendment.

9.           No Waiver or Rights. It is understood and agreed that no failure or delay by any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.

10.         Counterparts; Entire Agreement. This Agreement may be signed and delivered by facsimile or portable document format via electronic mail and in one or more counterparts, each of which shall be deemed an original but all of which shall be deemed to constitute a single instrument. This Agreement sets forth the entire agreement and understanding among the Parties and supersedes all prior agreements, discussions or documents relating thereto. No Party shall be entitled to punitive, exemplary, special, unforeseen, incidental, indirect or other consequential damages.

11.         Severability. If any provision of this Agreement is found to violate any statute, regulation, rule, order or decree of any governmental authority, court, agency or exchange, such invalidity shall not be deemed to affect any other provision hereof or the validity of the remainder of this Agreement, and such invalid provision shall be deemed deleted herefrom to the minimum extent necessary to cure such violation.

12.         Successors. This Agreement shall inure to the benefit of, and be binding upon, the Parties and their respective successors and assigns. No Party may assign or transfer, directly or indirectly, its rights or obligations hereunder without the prior written consent of the other Parties except as provided herein. No assignment will relieve the assignor of its obligations hereunder.

13.         No Third Party Beneficiaries. Unless otherwise specifically provided herein, each Party agrees and acknowledges that nothing herein expressed or implied is intended to confer upon or give any rights or remedies to persons who are not a party to this Agreement under or by reason of this Agreement.

4

14.         Term. This Agreement shall terminate upon the earlier of (i) the mutual written agreement by the Parties, (ii) the execution and delivery of the Definitive Agreements and (iii) the date six months after the date hereof; provided, however, that Sections 4 through 13 shall survive any termination of this Agreement.

[Signatures to Follow on the Next Page]

5

Shuipan Lin
By:	/s/ Shuipan Lin

[Signature Page to Consortium Agreement]

Tiancheng Int'l Investment Group Limited
By:	/s/ Shuli Chen
	Name:	Shuli Chen
	Title:	Director

[Signature Page to Consortium Agreement]

HK Haima Group Limited
By:	/s/ Huixin Zhuang
	Name:	Huixin Zhuang
	Title:	Director

[Signature Page to Consortium Agreement]

Wisetech Holdings Limited
By:	/s/ Wong Kok Wai
	Name:	Wong Kok Wai
	Title:	Director

[Signature Page to Consortium Agreement]

Windtech Holdings Limited
By:	/s/ Wong Kok Wai
	Name:	Wong Kok Wai
	Title:	Director

[Signature Page to Consortium Agreement]

RichWise International Investment Group Limited
By:	/s/ Jinlei Shi
	Name:	Jinlei Shi
	Title:	Director

[Signature Page to Consortium Agreement]

EX-7.03

August 17, 2013

The Board of Directors

Exceed Company Ltd.

Unit F, 24/F, China Overseas Building

139 Hennessy Road, Wanchai

Hong Kong

Dear Members of the Board of Directors,

We, Shuipan Lin and his affiliates (including Tiancheng Int'l Investment Group Limited), HK Haima Group Limited, Wisetech Holdings Limited, Windtech Holdings Limited and RichWise International Investment Group Limited (collectively, the "Consortium Members"), are pleased to submit this preliminary non-binding proposal (the "Proposal") to acquire all of the outstanding ordinary shares of Exceed Company Ltd. (the “Company”) that are not already owned by us in a "going private" transaction on the principal terms and conditions described in this letter (the "Transaction"). 

We believe that our Proposal of US$1.72 per ordinary share of the Company in cash provides a very attractive opportunity to the Company's shareholders. Our Proposal represents a premium of 15% to the closing price of the ordinary shares of the Company on August 16, 2013, a premium of 38% to the average closing price of the ordinary shares of the Company during the last 30 trading days and a premium of 42% to the average closing price of the ordinary shares of the Company during the last 60 trading days. As of the date hereof, the Consortium Members in the aggregate own approximately 66.5% of the total outstanding ordinary shares of the Company.

Set forth below are the key terms of our Proposal.

I. Transaction and Purchase Price

We propose to acquire all of the outstanding ordinary shares of the Company not already owned by us at a purchase price equal to US$1.72 per ordinary share in cash through a one-step merger of an acquisition vehicle newly formed by the Consortium Members with and into the Company. Please note that the Consortium Members are currently interested only in pursuing the Transaction and are not interested in selling their shares in any other transaction involving the Company.

II. Sources of Financing

We intend to finance the Transaction with a combination of equity and debt capital funded by Mr. Shuipan Lin.

III. Definitive Documentation

Consummation of the Transaction would require negotiation and execution of a definitive merger agreement, as well as other customary agreements for a transaction of this nature, each containing terms and conditions appropriate for transactions of this type. We have retained Skadden, Arps, Slate, Meagher & Flom LLP as our international legal counsel and are prepared to provide draft agreements promptly.

IV. Confidentiality

We intend to promptly file a joint Schedule 13D to disclose this Proposal and our intention as set out in this Proposal. However, we are sure you will agree that it is in all of our interests to ensure that we proceed in a confidential manner, unless otherwise required by law, until we have executed the definitive agreements or terminated our discussions.

V. Process

We believe that the Transaction will provide superior value to the Company's public shareholders. We recognize that the board of directors will evaluate the Proposal independently before it can make a decision to endorse it. Given our involvement in the Transaction, we would expect that the independent members of the board of directors will proceed to consider our Proposal and the Transaction.

Page 2

VI. No Binding Commitment

This Proposal is not a binding offer, agreement or agreement to make a binding offer or agreement at any point in the future. This letter is a preliminary indication of interest by the Consortium Members and does not contain all matters upon which agreement must be reached in order to consummate the proposed Transaction, nor does it create any binding rights or obligations in favor of any person. The parties will be bound only upon the execution of mutually agreeable definitive documentation.

* * * * *

In closing, we would like to express our commitment to working together with the board of directors of the Company to bring this Transaction to a successful and timely conclusion. Should you have any questions regarding this Proposal, please do not hesitate to contact us. We look forward to hearing from you.

Sincerely,

SHUIPAN LIN

By: /s/ Shuipan Lin

TIANCHENG INT'L INVESTMENT GROUP LIMITED
By:	/s/ Shuli Chen
	Name:	Shuli Chen
	Title:	Director

HK HAIMA GROUP LIMITED
By:	/s/ Huixin Zhuang
	Name:	Huixin Zhuang
	Title:	Director

WISETECH HOLDINGS LIMITED
By:	/s/ Wong Kok Wai
	Name:	Wong Kok Wai
	Title:	Director

WINDTECH HOLDINGS LIMITED
By:	/s/ Wong Kok Wai
	Name:	Wong Kok Wai
	Title:	Director

RICHWISE INTERNATIONAL INVESTMENT GROUP LIMITED
By:	/s/ Jinlei Shi
	Name:	Jinlei Shi
	Title:	Director

[Signature Page to Proposal Letter]