UNITED STATES

SECURITIES
AND EXCHANGE COMMISSION

WASHINGTON,
D.C. 20549



FORM 20-F/A



| ̈ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------------------



or



|þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------



For the year ended December 31, 2011



or



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------



For the transition period from 
or



| ̈ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | -------------------------------------------------------------------------------------------



Date of event requiring this shell company report



Commission
file number: 001-33799



EXCEED
COMPANY LTD.

(Exact name of Registrant as specified in
its charter)



N/A

(Translation of Registrant’s name
into English)



British Virgin Islands

(Jurisdiction of incorporation or organization)



Unit F, 24/F, China Overseas Building

139 Hennessy Road, Wanchai

Hong Kong

(Address of principal executive offices)



Tai Yau Ting

Unit F, 24/F, China Overseas Building

139 Hennessy Road, Wanchai

Hong Kong



Tel: 852 2153 2771

(Name, Telephone, E-mail and/or Facsimile
Number and Address of Company Contact Person)



Securities registered or to be registered
pursuant to Section 12(b) of the Act:



|(Title of each class)                            | (Name of each exchange on which registered)
|------------------------------------------------ | -------------------------------------------
|Ordinary shares of par value US$0.0001 per share | The NASDAQ Global Select Market            



Securities registered or to be registered
pursuant to Section 12(g) of the Act:

None



Securities for which there is a reporting
obligation pursuant to Section 15(d) of the Act:

None



Indicate the number of outstanding shares of each of the issuer’s
classes of capital or common stock as of the close of the period covered by the annual report: 29,436,060 ordinary shares,
par value US$0.0001 per share.



Indicate by check mark if the registrant
is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 ̈
Yes þ No



If this report is an annual or transaction
report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934.

 ̈
Yes þ No



Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

þ
Yes  ̈ No



Indicate by check mark whether the registrant
has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter
period that the registrant was required to submit and post such files).

 ̈
Yes  ̈ No



Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, or a non-accelerated filer.

(check one):

 ̈
Large accelerated filer þ Accelerated filer  ̈
Non-accelerated filer



Indicate by check mark which basis of accounting
the registrant has used to prepare the financial statements included in this filing.

 ̈
U.S. GAAP þ International Financial Reporting Standards as issued by the International
Accounting Standard Boards   ̈ Other



If “Other” has been checked in
response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

 ̈
Item 17  ̈ Item 18



If this is an annual report, indicate by
check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 ̈
Yes þ No











EXPLANATORY NOTE



This Amendment
No. 1 to the Annual Report on Form 20-F (this “Amended 20-F”) of Exceed Company Ltd. amends our Annual Report on Form
20-F for the year ended December 31, 2011 that was filed with the Securities and Exchange Commission on April 30, 2012 (the “Original
20-F”). This Amended 20-F is filed to add Exhibit 15.4, Consent of Crowe Horwath (HK) CPA Limited, dated June 4, 2012 and
to correct certain typographical error in note 33 on page F-77 in relation to the number of shares purchased. As required by Rule
12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by our Chief Executive Officer and Chief Financial
Officer are being filed as exhibits to this Amended 20-F under Item 19.



Except as
described above, no other amendments are being made to the Original 20-F. This Amended 20-F does not reflect events occurring after
the Original 20-F or modify or update the disclosure contained therein in any way other than as required to reflect the amendments
discussed above. The complete text of Item 19. Exhibits, as amended, is repeated in this Amended 20-F.











Item 18.	 FINANCIAL STATEMENTS



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



December 31, 2011



33. POST BALANCE SHEET EVENTS



(a). The Company has extended the date of expiration of the
existing USD10 million share repurchase program from February 14, 2012 to August 14, 2012. As of April 27, 2012, the Company has
purchased up to 564,364 of its ordinary shares, at an aggregate cost of approximately USD2.4 million, with a balance of approximately
USD7.6 million available for further repurchases under the share repurchase program. The share repurchase program will be reviewed
from time to time and may be adjusted or terminated at any time without prior notice.



(b). The board of directors of the Company has approved the
establishment of a new operating subsidiary in Jiangxi Province and construct a new production facility on the purchased land in
Ruichang City, Jiangxi Province, in order to increase its internal manufacturing capacity.



Save as disclosed elsewhere in this report, no other significant
events took place subsequent to December 31, 2011.



Item 19.	 EXHIBITS



|Exhibit
        No. |  | Description                                                                                                                                                                                                          
|------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                    |  |                                                                                                                                                                                                                      
|1.1†                |  | Amended and Restated Memorandum and Articles of Association of the Registrant                                                                                                                                        
|                    |  |                                                                                                                                                                                                                      
|2.1††               |  | Specimen Stock Certificate                                                                                                                                                                                           
|                    |  |                                                                                                                                                                                                                      
|4.1††               |  | Exceed Company Ltd. 2010 Equity Incentive Plan                                                                                                                                                                       
|                    |  |                                                                                                                                                                                                                      
|4.2*                |  | Translation of the Technology Cooperation Agreement with China Institute of Sports Science of the General Administration of Sport of China dated October 20, 2011                                                    
|                    |  |                                                                                                                                                                                                                      
|4.3*                |  | Translation of the Contract for the Investment Project Regarding Setting up a Sportswear Manufacturing Base in Ruichang City with the municipal government of Ruichang City, Jiangxi Province dated December 20, 2011
|                    |  |                                                                                                                                                                                                                      
|8.1*                |  | List of subsidiaries                                                                                                                                                                                                 
|                    |  |                                                                                                                                                                                                                      
|12.1                |  | Certification of the Chief Executive Officer required by Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                               
|                    |  |                                                                                                                                                                                                                      
|12.2                |  | Certification of the Chief Financial Officer required by Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                               
|                    |  |                                                                                                                                                                                                                      
|13.1                |  | Certification of the Chief Executive Officer and Chief Financial Officer required by 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                            
|                    |  |                                                                                                                                                                                                                      
|15.1*               |  | Consent of Crowe Horwath (HK) CPA Limited, dated April 30, 2012                                                                                                                                                      
|                    |  |                                                                                                                                                                                                                      
|15.2*               |  | Letter from Crowe Horwath LLP dated April 27, 2012                                                                                                                                                                   
|                    |  |                                                                                                                                                                                                                      
|15.3*               |  | Termination letter to Crowe Horwath LLP dated April 4, 2012                                                                                                                                                          
|                    |  |                                                                                                                                                                                                                      
|15.4                |  | Consent of Crowe Horwath (HK) CPA Limited, dated June 4, 2012                                                                                                                                                        








| | † | Incorporated by reference to the Registrant’s Annual Report on Form 20-F filed with the Commission on April 7, 2010 (File
No. 001-33799).
| | - | -----------------------------------------------------------------------------------------------------------------------------------------

| | †† | Incorporated by reference to the Registrant’s Registration Statement on Form S-8 filed with the Commission on December
20, 2010 (File No. 333-171280)
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------

| | * | Previously filed with the Registrant’s Annual Report on Form 20-F on April 30, 2012.
| | - | ------------------------------------------------------------------------------------











SIGNATURE



The registrant hereby certifies that it
meets all of the requirements for filing its annual report on Form 20-F and that it has duly caused and authorized the undersigned
to sign this annual report on its behalf.



| | EXCEED COMPANY LTD. |                          
| | ------------------- | -------------------------
| | (Registrant)        |                          
| |                     |                          
| | By:                 | /s/ Lin Shuipan          
| |                     | Name: Lin Shuipan        
| |                     | Title: Chairman and Chief
| |                     | Executive Officer        



Date: June 4, 2012