Exhibit 2.3

Second Supplementary Agreement to Asset Purchase Agreement

This second supplementary agreement to the Asset Purchase Agreement (hereinafter referred to “Second Supplementary Agreement”) is entered into and effective on the date last signed below (the “Effective Date”) by and between:

NeoPhotonics Dongguan Co., Ltd., (“ Neo DG ”) a wholly foreign owned enterprise incorporated under the laws of China with its registered address at Section B of B9, Conrad High-Tech Park, South Section of Chang Nan Road, Shangsha Village, Zhen’an, Chang’An Town, Dongguan City, Guangdong Province 523850, China (each a “Seller” and collectively with Neo China the “Sellers”); and

NeoPhotonics (China) Co. Ltd., (“Neo China”) a wholly foreign owned enterprise incorporated under the laws of China with its registered address at NeoPhotonics Building, 8 Keji South 12th Road, South High-Tech Industry Park, Shenzhen 518057, China (each a “Seller” and collectively with Neo DG the “Sellers”); and

APAT OptoElectronics Components Ltd., a limited liability company incorporated under the laws of China with its registered address at Room 1503, Unit 2, COFCO Business Garden, Second Liuxian Road, Bao’an District, Shenzhen 518101, China (the “Purchaser”) 

The Sellers and the Purchaser are hereinafter collectively referred as the “Parties” and each individually as a “Party”.

All capitalized terms herein shall have the meaning ascribed to them in the APA.

WHEREAS:

NOW, THEREFORE, after friendly negotiation Sellers and Purchaser agree as follows.

1.  The remaining balance of US$2,000,000 (the “Post-Closing Supplementary Payment”) shall be paid timely before February 28, 2017 (the “Deadline”). If such Post-Closing Supplementary Payment is not paid by the Deadline, then Seller has the right, at Seller’s sole discretion, to either: i) offset an amount equal to any payments that may become due under such warranty claim (pursuant to Section 6.3 of the APA) against any payments due from Sellers to Purchaser pursuant to Section 6.3 of the APA, or ii) exercise all rights pursuant to Section 11 of the APA, as the Parties acknowledge by signing below that failure to pay the Post-Closing Supplementary Payment will be considered a material breach of the APA. 

Signature page

In witness thereof, the Parties have signed this Agreement on the date written above.

NeoPhotonics Dongguan Co., Ltd. (chop)

NeoPhotonics (China) Co., Ltd. (chop)

Purchaser: APAT Optoelectronics Components Co., Ltd. (chop)