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, 2012



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.

 ̈YesþNo



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.

 ̈YesþNo



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.

þYes ̈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 filerþAccelerated 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. GAAPþInternational
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).

 ̈YesþNo



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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, 2012 that was filed with the Securities and Exchange Commission on March 27, 2013 (the “Original 20-F”).



We are filing this Amended 20-F to clarify the framework used
by our management to evaluate the effectiveness of our internal control system and our management’s assessment of the effectiveness
of our internal control system in item 15 on page 70.



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. The complete text of Item 19.Exhibits, as amended, is repeated in this Amended
20-F.



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. As a result, this
Amendment No. 1 continues to speak as of March 27, 2013, except for the certifications referenced above, which speak as of the
filing date of this Amendment No. 1.



AMENDMENTS



Item 15 on page 70 is replaced in its entirety as follows:



Item 15. CONTROLS AND PROCEDURES



MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL
REPORTING



Our management is responsible for establishing and maintaining
adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act
of 1934, as amended. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding
the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with
International Financial Reporting Standards as issued by the International Accounting Standards Board. Our internal control over
financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles,
and that our receipts and expenditures are being made only in accordance with authorizations of management; and (iii) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have
a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may
not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the
risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.



Our management evaluated the effectiveness of our internal control
over financial reporting based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring
Organizations of the Tread way Commission. Based on this evaluation, our management has concluded that our internal control over
financial reporting was effective as of December 31, 2012.



This Annual Report does not include an attestation report of
our registered public accounting firm regarding internal control over financial reporting. Our management’s report was not
subject to attestation by our registered public accounting firm pursuant to the rules of the SEC that permit us to provide only
management’s report in this Annual Report.



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Item 19 on page 73 is restated in its
entirety as follows:



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                                            
|            |  |                                                                                                                                                                                                                      
|13.2        |  | Certification of the 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 March 27, 2013                                                                                                                                                      
|            |  |                                                                                                                                                                                                                      





| | † | 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)
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------



| | ††† | Incorporated by reference to the Registrant’s Annual Report on Form 20-F filed with the Commission on April 30, 2011 (File No. 001-33799).
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------



|
|
|

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: September 12, 2013





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