UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

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)

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

February 25, 2014

(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 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).

⁽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 22,143,530 shares of Common Stock.

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

⁽³⁾ Percentage calculated based on 33,736,313 Ordinary Shares outstanding as of February 25, 2014 as provided by the Company.

⁽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 22,143,530 shares of Common Stock.

⁽²⁾ Percentage calculated based on 33,736,313 Ordinary Shares outstanding as of February 25, 2014 as provided by the Company.

⁽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 22,143,530 shares of Common Stock.

⁽²⁾ Percentage calculated based on 33,736,313 Ordinary Shares outstanding as of February 25, 2014 as provided by the Company.

⁽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 22,143,530 shares of Common Stock.

⁽²⁾ Percentage calculated based on 33,736,313 Ordinary Shares outstanding as of February 25, 2014 as provided by the Company.

⁽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 22,143,530 shares of Common Stock.

⁽²⁾ Percentage calculated based on 33,736,313 Ordinary Shares outstanding as of February 25, 2014 as provided by the Company.

⁽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 22,143,530 shares of Common Stock.

⁽²⁾ Percentage calculated based on 33,736,313 Ordinary Shares outstanding as of February 25, 2014 as provided by the Company.

⁽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 22,143,530 shares of Common Stock.

⁽²⁾ Percentage calculated based on 33,736,313 Ordinary Shares outstanding as of February 25, 2014 as provided by the Company.

⁽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 22,143,530 shares of Common Stock.

⁽²⁾ Percentage calculated based on 33,736,313 Ordinary Shares outstanding as of February 25, 2014 as provided by the Company.

⁽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 22,143,530 shares of Common Stock.

⁽²⁾ Percentage calculated based on 33,736,313 Ordinary Shares outstanding as of February 25, 2014 as provided by the Company.

⁽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 22,143,530 shares of Common Stock.

⁽²⁾ Percentage calculated based on 33,736,313 Ordinary Shares outstanding as of February 25, 2014 as provided by the Company.

⁽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 22,143,530 shares of Common Stock.

⁽²⁾ Percentage calculated based on 33,736,313 Ordinary Shares outstanding as of February 25, 2014 as provided by the Company.

⁽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 22,143,530 shares of Common Stock.

⁽²⁾ Percentage calculated based on 33,736,313 Ordinary Shares outstanding as of February 25, 2014 as provided by the Company.

⁽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 22,143,530 shares of Common Stock.

⁽²⁾ Percentage calculated based on 33,736,313 Ordinary Shares outstanding as of February 25, 2014 as provided by the Company.

⁽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 22,143,530 shares of Common Stock.

⁽²⁾ Percentage calculated based on 33,736,313 Ordinary Shares outstanding as of February 25, 2014 as provided by the Company.

⁽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 22,143,530 shares of Common Stock.

⁽²⁾ Percentage calculated based on 33,736,313 Ordinary Shares outstanding as of February 25, 2014 as provided by the Company.

⁽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 22,143,530 shares of Common Stock.

⁽²⁾ Percentage calculated based on 33,736,313 Ordinary Shares outstanding as of February 25, 2014 as provided by the Company.

⁽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 22,143,530 shares of Common Stock.

⁽²⁾ Percentage calculated based on 33,736,313 Ordinary Shares outstanding as of February 25, 2014 as provided by the Company.

INTRODUCTORY NOTE

This Amendment No. 1 amends and supplements the original statement on Schedule 13D (the “Schedule 13D”) filed with the Securities and Exchange Commission (the “SEC”) on December 4, 2013 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"), Weixin Zhuang ("Ms. Zhuang"), HK Haima Group Limited ("Haima"), Dongdong Ding (“Mr. Ding”), Zenghong Liu (“Mr. Liu”) and Eagle Rise Investments Limited (“Eagle Rise”, together with Mr. Lin, Ms. Chen, Tiancheng, Victory Summit, NH Capital III, NH Capital, NH III, NH, Windtech, Wisetech, Mr. Shi, Richwise, Ms. Zhuang, Haima, Mr. Ding and Mr. Liu, the “Reporting Persons”). Capitalized terms used but not defined in this Amendment No. 1 shall have the meanings assigned to such terms in the Schedule 13D.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

Item 3 is hereby supplemented as follows:

Mr. Lin has entered into a loan note with each of Ms. Zhuang and Mr. Guomin Chen (“Mr. Chen”), dated as of February 25, 2014 (each a “Loan Note” and collectively “Loan Notes). Pursuant to the Loan Notes, each of Ms. Zhuang and Mr. Chen will extend a term loan of US$10 million bearing interest of 8.5% per annum to Mr. Lin (each a “Loan” and collectively the “Loans”). The term of each Loan is from February 25, 2014 to September 30, 2015. The principal and interest of each Loan shall be repaid in lump sum in cash by September 30, 2015. The Loans will be used by Mr. Lin to fund his equity commitment to purchase Parent securities pursuant to the Equity Commitment Letter. Copies of the Loan Notes are filed as Exhibits 7.07 and 7.08, respectively, and incorporated herein by reference in its entirety.

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

Item 6 is hereby supplemented as follows:

The description of the Loan Notes under Item 3 is incorporated herein by reference in its entirety.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

Exhibit 7.07 Loan Note, by and between Mr. Lin and Ms. Zhuang, dated February 25, 2014 (English Translation).

Exhibit 7.08 Loan Note, by and between Mr. Lin and Mr. Chen, dated February 25, 2014 (English Translation).

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: February 28, 2014

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

Weixin Zhuang

By: /s/ Weixin Zhuang

Name: Weixin Zhuang

HK Haima Group Limited

By: /s/ Weixin Zhuang

Name: Weixin Zhuang

Title: Director

Dongdong Ding

By: /s/ Dongdong Ding

Name: Dongdong Ding

Zenghong Liu

By: /s/ Zenghong Liu

Name: Zenghong Liu

Eagle Rise Investments Limited

By: /s/ Zenghong Liu

Name: Zenghong Liu

Title: Director

Exhibit 7.07

Loan Note

Party A: /s/LIN Shuipan

Party B: /s/ZHUANG Weixin

Date: February 25, 2014

Exhibit 7.08

Loan Note

Party A: /s/LIN Shuipan

Party B: /s/CHEN Guomin

Date: February 25, 2014