EX-24. 2 rrd268126_302666.htm AUTHORIZATION LETTER & POWER OF ATTORNEY rrd268126_302666.html
				AUTHORIZATION LETTER

July 12, 2010


Securities and Exchange Commission
100 F Street
Washington, D.C.  20549
Attn: Filing Desk

To Whom It May Concern:

By means of this letter I authorize Timothy Jenks, James D. Fay, Erin Williams
and John Sellers, or any of them individually, to sign on my behalf all forms
required under Section 16(a) of the Securities Exchange Act of 1934, as amended,
relating to transactions involving the stock or derivative securities of
NeoPhotonics Corporation (the "Company"). Any of these individuals is
accordingly authorized to sign any Form 3, Form 4, Form 5 or amendment thereto
which I am required to file with the same effect as if I had signed them myself.

This authorization shall remain in effect until revoked in writing by me.

Yours truly,


/s/ George Ferris Lipscomb
------------------------------
George Ferris Lipscomb

				POWER OF ATTORNEY

        Know all by these presents, that the undersigned hereby constitutes and
appoints each of Timothy Jenks, James D. Fay, Erin Williams and John Sellers,
signing individually, the undersigned's true and lawful attorneys-in fact and
agents to:

                (1) execute for and on behalf of the undersigned, an officer,
        director or holder of 10% of more of a registered class of securities of
        NeoPhotonics Corporation (the "Company"), Forms 3, 4 and 5 in accordance
        with Section 16(a) of the Securities Exchange Act of 1934, as amended
        (the "Exchange Act") and the rules thereunder;

                (2) do and perform any and all acts for and on behalf of the
        undersigned that may be necessary or desirable to complete and execute
        such Form 3, 4 or 5, complete and execute any amendment or amendments
        thereto, and timely file such forms or amendments with the United States
        Securities and Exchange Commission and any stock exchange or similar
        authority; and

                (3) take any other action of any nature whatsoever in connection
        with the foregoing which, in the opinion of such attorney-in-fact, may
        be of benefit, in the best interest of, or legally required by, the
        undersigned, it being understood that the documents executed by such
        attorney-in-fact on behalf of the undersigned pursuant to this Power of
        Attorney shall be in such form and shall contain such terms and
        conditions as such attorney-in-fact may approve in such
        attorney-in-fact's discretion.

        The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Exchange Act.

        This Power of Attorney shall remain in full force and effect until the
earliest to occur of (a) the undersigned is no longer required to file Forms 3,
4 and 5 with respect to the undersigned's holdings of and transactions in
securities issued by the Company, (b) revocation by the undersigned in a signed
writing delivered to the foregoing attorneys-in-fact or (c) as to any
attorney-in-fact individually, until such attorney-in-fact shall no longer be
employed or retained by the Company.

        IN WITNESS WHEREOF, the undersigned has cause this Power of Attorney to
be executed as of this 12th day of July, 2010.

                                        /s/ George Ferris Lipscomb
                                        ----------------------------------------
                                        George Ferris Lipscomb