Neophotonics (NPTN) 10-Q2019 Q1 Quarterly report

Filed: 7 May 19, 4:57pm

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Removed: acquisition, acting, adjacent, adjoining, adjusting, alternative, annually, anticipating, ASC, ASIC, backhaul, beneficially, buildup, capitalization, circuitry, Clarifying, closed, Codification, commenced, Commerce, concentration, conflict, Congo, consisted, controlling, counted, daily, decided, deductibility, delivered, demanding, Democratic, Denial, Department, designate, director, Discovery, earliest, EBITDA, economical, eigenlight, EMCORE, enactment, escalating, expanded, expansion, exporting, Federation, feet, focusing, framework, front, fulfilled, hedged, hundred, iii, illiquid, impracticable, incomplete, influence, insignificant, iv, laboratory, Landlord, letter, magnitude, maker, milestone, modification, monitoring, month, moved, multinational, office, opposed, originating, partial, path, payroll, percent, permanent, plaintiff, postretirement, practicable, preliminary, President, principle, provisional, receiving, recognizing, reform, remove, rendered, Rent, rental, replaced, Republic, resolve, restoration, retrospectively, RUB, SAB, Santur, semiconductor, separately, SFP, shift, square, stabilize, steady, sublease, subsequently, Subtopic, subtotal, successive, termination, territorial, traditional, transferring, TSA, TV, UFJ, visibility

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Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

AND CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C SECTION 3150, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to the requirement set forth in Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 1350 of Chapter 63 of Title 18 of the U.S. Code (18 U.S.C. § 1350), Timothy S. Jenks, President, Chief Executive Officer and Chairman of the Board of Directors of NeoPhotonics Corporation (the “Company”), and Elizabeth Eby, Senior Vice President, Finance and Chief Financial Officer of the Company, each hereby certifies that, to the best of his/her knowledge:

1. The Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2019, to which this Certification is attached as Exhibit 32.1 (the “Quarterly Report”) fully complies with the requirements of Section 13(a) or Section 15(d) of the Exchange Act, as amended; and

2. The information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

In Witness Whereof, the undersigned have set their hands hereto as of the 7th day of May, 2019.



/S/ TIMOTHY S. JENKS		/S/ ELIZABETH EBY
Timothy S. Jenks		Elizabeth Eby
President, Chief Executive Officer and Chairman of the Board of Directors		Senior Vice President, Finance and Chief Financial Officer
(Principal Executive Officer)		(Principal Financial and Accounting Officer)

This certification accompanies the Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of NeoPhotonics Corporation under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.