UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

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)

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)

September 5, 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 33,752,980 Ordinary Shares outstanding as of August 31, 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 33,752,980 Ordinary Shares outstanding as of August 31, 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 33,752,980 Ordinary Shares outstanding as of August 31, 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 33,752,980 Ordinary Shares outstanding as of August 31, 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 33,752,980 Ordinary Shares outstanding as of August 31, 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 33,752,980 Ordinary Shares outstanding as of August 31, 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 33,752,980 Ordinary Shares outstanding as of August 31, 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 33,752,980 Ordinary Shares outstanding as of August 31, 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 33,752,980 Ordinary Shares outstanding as of August 31, 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 33,752,980 Ordinary Shares outstanding as of August 31, 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 33,752,980 Ordinary Shares outstanding as of August 31, 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 33,752,980 Ordinary Shares outstanding as of August 31, 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 33,752,980 Ordinary Shares outstanding as of August 31, 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 33,752,980 Ordinary Shares outstanding as of August 31, 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 33,752,980 Ordinary Shares outstanding as of August 31, 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 33,752,980 Ordinary Shares outstanding as of August 31, 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 33,752,980 Ordinary Shares outstanding as of August 31, 2014 as provided by the Company.

INTRODUCTORY NOTE

This Amendment No. 3 amends and supplements the original statement on Schedule 13D (as amended by Amendment No. 1 to the Schedule 13D filed on February 25, 2014, and Amendment No. 2 to the Schedule 13D filed on June 5, 2014, 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. 3 shall have the meanings assigned to such terms in the Schedule 13D.

Item 3 is hereby supplemented as follows:

Mr. Lin has been advised by Ms. Zhuang and Mr. Chen that Ms. Zhuang and Mr. Chen would not be able to make available to Mr. Lin by depositing in an overseas bank account designated by Mr. Lin the full amount of the Term Loans in accordance with the terms of the Loan Agreements. In light of the foregoing, the parties terminated the Loan Agreements. In connection therewith, Mr. Lin returned that portion of the Term Loans (in an amount of US$5 million) that had previously been deposited in Mr. Lin's overseas bank account by Ms. Zhuang. To provide financing to fund his equity commitment under the Equity Commitment Letter, Mr. Lin entered into a loan agreement with Mr. Chunti Ding ("Mr. Ding") on September 5, 2014 (the “Ding Loan Agreement”). Pursuant to the Ding Loan Agreement, Mr. Ding will extend a term loan of US$15,000,000 bearing interest of 10% per annum to Mr. Lin (the “Ding Loan”). The term of the Ding Loan was for 18 months, and Mr. Ding committed to provide the loan on or before December 20, 2014. The principal and interest of the Ding Loan shall be repaid in lump sum in cash on the maturity date. The Ding Loan will be used by Mr. Lin to fund his equity commitment to purchase Parent securities pursuant to the Equity Commitment Letter. A copy of the Ding Loan Agreement is filed as Exhibit 7.12, and incorporated herein by reference in its entirety.

On September 5, 2014, Mr. Lin and Mr. Ding terminated the Ding Loan Agreement. On the same day, Mr. Lin entered into a loan agreement with Ms. Xiuyu Chen ("Ms. Chen") (the "Chen Loan Agreement"). Pursuant to the Chen Loan Agreement, Mr. Lin expects that Ms. Chen will extend a term loan of US$15,000,000 bearing interest of 9.5% per annum to Mr. Lin (the "Chen Loan"). According to the terms of the Chen Loan Agreement, the principal and interest of the Chen Loan shall be repaid in lump sum in cash within two months after the closing of the Merger. The Chen Loan will be used by Mr. Lin to fund his equity commitment to purchase Parent securities pursuant to the Equity Commitment Letter. A copy of the Chen Loan Agreement is filed as Exhibit 7.13, and incorporated herein by reference in its entirety.

Item 4 is hereby supplemented as follows:

Under the terms of the Merger Agreement, either the Company or Parent may terminate the Merger Agreement without payment of a termination fee if the Merger is not consummated by the termination date of September 2, 2014 (the “Termination Date”). As of the date hereof, the Merger Agreement has not been terminated by either party. The Company has indicated that the Special Committee of Independent Directors of the Company was in discussions with Mr. Lin regarding a potential amendment to the Merger Agreement that would extend the Termination Date. The Company indicated that it will provide a further update with respect to the proposed amendment and the timing of a reconvened shareholder meeting once discussions with respect to the proposed amendment have been finalized and such amendment has been executed.

Item 6 is hereby supplemented as follows:

The description of the Ding Loan Agreement and the Chen Loan Agreement under Item 3 is incorporated herein by reference in its entirety.

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.

[Signature page to Schedule 13D Amendment No. 3]

[Signature page to Schedule 13D Amendment No. 3]

[Signature page to Schedule 13D Amendment No. 3]

[Signature page to Schedule 13D Amendment No. 3]

[Signature page to Schedule 13D Amendment No. 3]

[Signature page to Schedule 13D Amendment No. 3]

Exhibit 7.12

LOAN AGREEMENT

Considering Party A needs financing in connection with Party A’s acquisition of certain shares of Exceed Company Ltd. (“EDS”), the Parties agree as follows through negotiations whereby Party B agrees to lend US$15 million to Party A in Hong Kong in connection with Party A’s acquisition of certain shares of EDS.

1. Party B undertakes to lend to Party A US$15 million, and Party B shall transfer the same amount in cash to an account at a bank outside the People’s Republic of China designated by Party A before December 20, 2014.

2. Term of the Loan: Subject to execution of this Agreement, the term of the Loan shall be 18 months as of the date of its transfer to the bank account designated by Party A.

3. Loan Interest: 10% on annual basis.

4. Payment: The principal of the Loan and any interest accrued thereupon during the period from the date of its transfer to Party A to the date of its repayment will be repaid to Party B in lump sum cash.

5. Applicable Law: this Loan Agreement will be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region of the People’s Republic of China.

6. This Loan Agreement is in two originals with each Party holding one original.

Party A: /s/LIN Shuipan

Party B: /s/DING Chundi

Date: September 5, 2014

Exhibit 7.13

LOAN AGREEMENT

Considering Party A needs financing in connection with Party A’s acquisition of certain shares of Exceed Company Ltd. (“EDS”), the Parties agree as follows through negotiations whereby Party B agrees to lend US$15 million to Party A in Hong Kong in connection with Party A’s acquisition of certain shares of EDS.

1. Party B undertakes to lend to Party A US$15 million, and Party B shall transfer the same amount in cash to an account at a bank outside the People’s Republic of China designated by Party A before December 20, 2014.

2. Term of the Loan: Subject to execution of this Agreement and transfer of the Loan to the bank account designated by Party A, the Loan shall be repaid within two months after completion of the related privatization.

3. Loan Interest: 9.5% on annual basis.

4. Payment: The principal of the Loan and any interest accrued thereupon during the period from the date of its transfer to Party A to the date of its repayment will be repaid to Party B in lump sum cash.

5. Applicable Law: This Loan Agreement will be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region of the People’s Republic of China.

6. This Loan Agreement is in two originals with each Party holding one original.

Party A: /s/LIN Shuipan

Party B: /s/CHEN Xiuyu

Date: September 5, 2014