UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

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)

October 20, 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. 4 amends and supplements the original statement on Schedule 13D (as amended by Amendment No. 1 to the Schedule 13D filed on February 25, 2014, Amendment No. 2 to the Schedule 13D filed on June 5, 2014, and Amendment No. 3 to the Schedule 13D filed on September 23, 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. 4 shall have the meanings assigned to such terms in the Schedule 13D.

Item 3 is hereby supplemented as follows:

On October 20, 2014, Mr. Lin entered into an amendment to the Limited Guaranty (the “Limited Guaranty Amendment”) with the Company. The Limited Guaranty Amendment increases the amount guaranteed by Mr. Lin under the Limited Guaranty from US$2,000,000 to US$2,500,000. A copy of the Limited Guaranty Amendment is filed as Exhibit 7.14, and incorporated herein by reference in its entirety.

Item 4 is hereby supplemented as follows:

On October 20, 2014, the Company, Parent and Merger Sub entered into an amendment to the Merger Agreement (the “Merger Agreement Amendment”). Under the terms of the Merger Agreement, either the Company or Parent could terminate the Merger Agreement without payment of a termination fee if the Merger was not consummated by the Termination Date. The Merger Agreement Amendment extends the Termination Date to December 31, 2014. The Merger Agreement Amendment also (i) increases the fee payable by Parent to the Company to US$2,500,000 if the Merger Agreement is terminated under certain circumstances where a termination fee of US$2,000,000 would previously have been payable and (ii) no longer requires the Company to pay a termination fee to Parent if the Merger Agreement is terminated under certain circumstances where a termination fee of US$1,000,000 would previously have been payable (although the Company would continue to be responsible for reimbursing Parent’s expenses in connection with the transaction under certain circumstances). A copy of the Merger Agreement Amendment is filed as Exhibit 7.15, and incorporated herein by reference in its entirety.

Item 6 is hereby supplemented as follows:

The descriptions of the Limited Guaranty Amendment under Item 3 and the Merger Agreement Amendment under Item 4 are 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. 4]

[Signature page to Schedule 13D Amendment No. 4]

[Signature page to Schedule 13D Amendment No. 4]

[Signature page to Schedule 13D Amendment No. 4]

[Signature page to Schedule 13D Amendment No. 4]

Exhibit 7.14

Execution Version

FIRST AMENDMENT TO

LIMITED GUARANTY

This FIRST AMENDMENT TO LIMITED GUARANTY (this “Amendment”), has been executed by Mr. Shuipan Lin, PRC ID No. 350582196812300519 (the “Guarantor”), and Exceed Company Ltd., a business company with limited liability incorporated under the laws of the British Virgin Islands (the “Guaranteed Party”), effective as of October 20, 2014.

WITNESSETH:

WHEREAS, the Guarantor issued a Limited Guaranty to the Guaranteed Party, dated as of December 2, 2013 (the “Limited Guaranty”);

WHEREAS, the Guarantor and the Guaranteed Party desire to amend the Limited Guaranty as set forth herein; and

WHEREAS, all capitalized terms used but not defined in this Amendment shall have the meanings ascribed to such terms in the Limited Guaranty.

NOW, THEREFORE, in consideration of the premises, and of the representations, warranties, covenants and agreements contained herein, intending to be legally bound, the parties hereto agree as follows:

1. Limited Guaranty. In Section 1 of the Limited Guaranty, “US$2,000,000” is hereby replaced with “US$2,500,000.”

2. Other Provisions Unaffected. Except as amended or modified hereby, the Limited Guaranty shall remain unchanged and in full force and effect in accordance with its terms.

3. Governing law and Venue. This governing law and venue provisions set forth in Section 11 of the Limited Guaranty shall apply to this Amendment.

4. Counterparts; Signatures. This Amendment may be executed in any number of counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts shall together constitute the same agreement. This Amendment may be executed and delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, and in the event this Amendment is so executed and delivered, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

[signature pages follow]

IN WITNESS WHEREOF, the Guaranteed Party has caused this Amendment to be executed and delivered as of the date first written above by its officer thereunto duly authorized.

IN WITNESS WHEREOF, the Guarantor has executed and delivered this Amendment as of the date first written above.

Exhibit 7.15

Execution Version

FIRST AMENDMENT TO

AGREEMENT AND PLAN OF MERGER

This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of October 20, 2014, is by and among Pan Long Company Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Pan Long Investment Holdings Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands, all of the issued and outstanding shares of which are owned by Parent (“Merger Sub”), and Exceed Company Ltd., a business company with limited liability incorporated under the laws of the British Virgin Islands (the “Company”).

WITNESSETH:

WHEREAS, Parent, Merger Sub, and the Company are parties to an Agreement and Plan of Merger dated as of December 2, 2013 (the “Agreement”);

WHEREAS, the parties desire to amend certain provisions of the Agreement as set forth herein;

WHEREAS, in accordance with Section 9.2 of the Agreement, (i) the boards of directors of each of Parent, Merger Sub and the Company and (ii) the Independent Committee have approved the this Amendment; and

WHEREAS, all capitalized terms used but not defined in this Amendment shall have the meanings ascribed to such terms in the Agreement.

NOW, THEREFORE, in consideration of the premises, and of the representations, warranties, covenants and agreements contained herein, intending to be legally bound, the parties hereto agree as follows:

1. Termination Date. In Section 8.1(b)(i) of the Agreement, “September 2, 2014” is hereby replaced with “December 31, 2014”.

2. Termination Fee.

(a) The following clause is hereby deleted from Section 6.2(d)(ii) of the Agreement: “except as expressly permitted by, and after compliance with, Section 8.3(a),”.

(b) Section 8.3(a) of the Agreement is hereby amended and restated in its entirety to read as follows: “Intentionally left blank”.

(c) The last sentence of Section 8.3(c) of the Agreement is hereby amended and restated in its entirety to read as follows:

“In the event that the Parent or its designee shall receive full Payment of the Parent Expenses, such amount shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by Parent, Merger Sub, any of their respective Affiliates or any other Person in connection with this Agreement (and the termination hereof), the transactions contemplated hereby (and the abandonment thereof) or any matter forming the basis for such termination, and none of Parent, Merger Sub, any of their respective Affiliates or any other Person shall be entitled to bring or maintain any claim, action or proceeding against the Company or any of its Representatives arising out of or in connection with this Agreement or the other Transaction Documents, any of the transactions contemplated hereby or thereby (or the abandonment or termination thereof) or any matters forming the basis for such termination; provided, however, that nothing in this Section 8.3(c) shall limit the rights of Parent and Merger Sub under Section 9.11.”

3. Parent Termination Fee. In first sentence of Section 8.3(b) of the Agreement, “US$2,000,000” is hereby replaced with “US$2,500,000.”

4. Remedies. The last sentence of Section 9.11 of the Agreement is hereby amended and restated in its entirety to read as follows:

“For the avoidance of doubt, while Parent or the Company may pursue both a grant of specific performance and the payment of the Parent Expenses under Section 8.3(c) or the Parent Termination Fee under Section 8.3(b), as the case may be, under no circumstances shall Parent or the Company be permitted or entitled to receive both a grant of specific performance that results in a Closing and monetary damages, including all or any portion of the Parent Expenses or the Parent Termination Fee, as the case may be.”

5. Other Provisions Unaffected. Except as amended or modified hereby, the Agreement shall remain unchanged and in full force and effect in accordance with its terms.

6. Governing law and Venue. This governing law and venue provisions set forth in Section 9.4 of the Agreement shall apply to this Amendment.

7. Counterparts; Signatures. This Amendment may be executed in any number of counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts shall together constitute the same agreement. This Amendment may be executed and delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, and in the event this Amendment is so executed and delivered, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

[signature page follows]

IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by the duly authorized officers of the parties hereto as of the date first written above.