Neophotonics

completed

NeoPhotonics Corporation (“NeoPhotonics” or the “Company”), a Delaware incorporated company, designs, assembles, manufactures and distributes a complete line of active and passive optical components, modules and sub systems for broadband data networks. It is at the forefront of advanced active and passive components integration, positioning it for the expected rapid growth in fiber-to-the-home (“FTTH”) deployments across Asia and North America.With over 1,500 employees, over 90% based in Shenzhen, China, and estimated consolidated pro-forma sales of approximately $55 million in 2005, NeoPhotonics ranks among the top ten optical component players globally and among the three largest privately held companies in the industry. Through its recent acquisition of Shenzhen Photon Technology Co., Ltd. (“Photon”), it is also the largest optical components manufacturer in China today. Approximately $47.5million of its 2005 $55 million in consolidated revenues was generated by the company’s operations in China, with approximately 30% of those revenues being contributed by large Chinese customers such as Huawei Technologies and ZTE. In 2005 the company incurred cash losses of about $20 million as it grew, and it expects to achieve break-even on a monthly cash basis later this year, with 2007 overall being a profitable year. The company maintains its headquarters and state-of-the-art development facilities in San Jose, California and substantial R&D and manufacturing facilities in Shenzhen, China.