NASDAQ: CETY

Our
principal businesses

Waste
Heat Recovery Solutions – we recycle wasted heat produced in manufacturing, waste to energy and power generation facilities
using our patented Clean CycleTM generator to create electricity which can be stored or sold to the grid.

Waste
to Energy Solutions - we convert waste products created in manufacturing, agriculture, wastewater treatment plants and other industries
to electricity, renewable natural gas (“RNG”), hydrogen and bio char which are sold or used by our customers.

Engineering,
Consulting and Project Management Solutions – We provide power generation, waste to energy, and heat recovery Engineering,
Procurement and Construction (EPC) services to municipal and industrial customers and to design and incorporate clean energy solutions
in their projects.

CETY
HK

Clean
Energy Technologies (H.K.) Limited (“CETY HK”) currently consists of two business verticals in mainland China:

(i)
Natural Gas (“NG”) Trading Operations – CETY HK sources and supplies natural gas to industrial customers and
municipalities through its PRC subsidiaries. The NG is primarily used for heavy-duty truck refueling stations as well as urban and industrial
applications. CETY HK procures NG in bulk from wholesale suppliers at fixed, prepaid prices, typically at a discount to prevailing market
rates, and sells to customers at daily spot prices over the contract term.

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(ii)
Planned Joint Venture with Shenzhen Gas – CETY HK has entered into a framework agreement with Shenzhen Gas (Hong Kong) International
Co. Ltd. (“Shenzhen Gas”) to establish a joint venture focused on the acquisition of natural gas pipeline operator assets,
primarily located in southwestern China. The joint venture is expected to acquire such assets with financing support from Shenzhen Gas,
with the long-term objective of aggregating and ultimately transferring these assets to Shenzhen Gas.

Under
the framework agreement, CETY HK is expected to contribute approximately $8 million to the joint venture, subject to future financing
rounds and the execution of definitive agreements.

To
date, CETY HK has not commenced operations under the Shenzhen Gas joint venture due to macroeconomic conditions, including declining
natural gas prices and reduced industrial demand. CETY HK intends to defer commencement of this initiative until market conditions improve.

CETY
HK no longer conducts any operations through Shuya, following the disposition of the Company’s equity interest in Shuya in December 2025.

Our
Business Strategy

Our
strategy is focused on further developing our existing Waste Heat Recovery business while expanding into the rapidly growing markets
for Waste to Energy Solutions and power generation and integrated clean energy engineering, and project management services.

Our
strategy focuses on three main elements:

●

Expanding
our Waste Heat Recovery product line to include waste heat recovery ORC systems producing
over 1 MW of power so we can qualify for midsized and large heat recovery projects in the
United States, Europe, and Asia.

●

Establishing
a Waste to Energy business by selling our ablative thermal processing products based on proprietary
HTAP technology and building small and mid-sized waste to energy power plants producing electricity
and RNG for the grid and methane, hydrogen and biochar.

●

Leveraging
our engineering, procurement and manufacturing experience to assist our customers with turnkey
energy solutions leveraging advanced technologies.

We
intend to implement this strategy as follows:

○

We
have added a new ORC system manufactured by Exergy for Heat Recovery applications that will
enable us to implement projects in the markets producing between 1 MW and 10 MW of electricity.

○

To
support the growing energy demands of data centers, we have added power generation and Battery
Energy Storage System (BESS) capabilities to provide immediate and reliable power.

○

Taking
advantage of Inflation Reduction Act of 2022 federal investment tax credits and state incentives
that now include waste heat recovery as a recognized clean energy source, making our Clean
Cycle Generator and ORC systems more profitable to install. On August 2022, Congress passed
the Inflation Reduction Act offering 30% Investment Tax Credit and technology neutral tax
credits offering clean electricity production credit and investment credit. CETY’s
products directly benefit from these tax credits.

○

Benefiting
from lack of energy capacity from the grid and higher energy costs, which provide higher returns
on our Power Generation, Waste Heat Recovery, and Waste to Energy products and projects.

○

Improving
our balance sheet and capital position to permit us to invest in more products and projects.

7

○

We
are establishing a reliable network of global and domestic supply chain partners to drive
scalability and cost efficiency in our solutions.

○

Leveraging
our existing marketing channels to sell HTAP Waste to Energy products to industrial companies
and government agencies.

○

We
are collaborating with clean energy project development and finance companies to offer solutions
that generate RNG, hydrogen, methane, and biochar from biomass, municipal waste, timber waste,
and other organic materials.

Business
and Segment Information

We
design, produce and market clean energy products and integrated solutions focused on energy efficiency and renewable energy. Our aim
is to become a leading provider of renewable and energy efficiency products and solutions by helping commercial companies and municipalities
reduce energy waste and emissions, lower energy costs and generate incremental revenue by providing electricity, renewable natural gas
and biochar to the grid.

Segment
Information

Our
four segments for accounting purposes are:

Clean
Energy HRS & CETY Europe – Our Waste Heat Recovery Solutions, converting thermal energy to zero emission electricity.

CETY
Renewables Waste to Energy Solutions – Providing Waste to Energy technologies and solutions.

Engineering
and Manufacturing Business – providing customers with comprehensive design, manufacturing, power generation, BESS, and project
management solutions.

CETY
HK – The parent company of our NG trading operations in China. Prior to the first quarter of 2022 the Company had three reportable
segments but added the CETY HK segment to reflect its recent new businesses in China.

Our
Clean Energy Solutions Business

Waste
Heat Recovery Solutions

We
provide our customers with power plants that capture wasted heat energy and produce electricity using a unique Organic Rankine Cycle
(ORC) system containing our Clean CycleTM generator. Our magnetic bearing Integrated Power Modules is at the heart of our
Clean CycleTM generator which can fit into a standard cargo container we call our Containerized System Module, producing 140KW
per Clean CycleTM generator and can be linked together for projects generating up to 1MW of power.

Our
recent agreement with Exergy now permits us to install midsized and large ORC systems (between 1 MW and 10 MW) in the United States,
allowing us to offer a full range of ORC systems to our customers. We believe this new capacity will enable us to expand our product
offerings into larger scale waste recovery products in the United States. Enertime is a leader in producing ORC systems in Europe.

ORC
waste heat recycling systems use pressurized working fluids that have a lower boiling point than water which make them ideal to repurpose
waste heat into electricity. While most manufacturing processes do not produce enough heat to turn water into steam, there is enough
heat to generate pressurized refrigerant in our ORC systems which is used to turn a turbine at high speeds to generate electricity.

We
can link up to 10 Clean CycleTM Generators together which can generate up to 10 GWh of electricity per year from waste heat
which we estimate would reduce up to 5000 metric tons of CO2 production per year in an industrial heat recovery system or the annual
equivalent of the CO2 emissions of approximately 2000 cars per year.

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We
believe the most important component in any ORC system is the turbine generator because it converts the steam heat into electricity and
accounts for approximately 60% of the cost of the system. The more efficiently the turbine generator works, the better the ORC power
plant operates. The remaining components consisting of the low boiling point fluid, condensers, which cool the fluids, the feed pumps,
which pressurize the fluids to reduce boiling points and the heat exchangers, which extract the heat from the heat sources. These are
more commoditized products and tend to perform at similar levels of efficiencies at similar price points.

We
believe our Clean CycleTM generator is one of the most efficient turbine generator in its class and size available in the
market for ORC systems generating up to 1 MW. We estimate that the Clean CycleTM generator has higher efficiency of
approximately 15% more than our competitors and its magnetic design eliminates the use of oils and lubricants, significantly
reducing downtime, repairs and operating costs. Our Integrated Power Module is compact and fits into a standard cargo
container that can be delivered on a turnkey basis, resulting in lower installation and implementation costs than on-site
assembly.

We
believe these features and benefits give us an important competitive advantage when building heat recovery power plants for our customers
and provide us with the opportunity to compete with and obtain market share from the dominant industrial waste heat to power systems.

Over
123 Clean CycleTM generators have been deployed to date with 88 units used in biomass and waste to energy projects, 4 with
diesel electric generators, 3 with turbine electric generators, and 26 in industrial electric production applications. We expect to raise
additional funds to expand our capacity to install 6-8 units per year, which should approximately double our sales on a year-to-year basis.

The
patented technology used in the Clean CycleTM generator was purchased from General Electric International, together with
over 100 installation sites, making us one of the leading providers of small-scale industrial waste heat to power systems. We have an
exclusive license from Calnetix to use their magnetic turbine for heat waste recovery applications.

Our
Integrated Power Module

Our
Clean Cycle TM Generator

A
complete ORC System with Integrated Power Module housed in a Containerized System Module (CSM)

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Waste
to Energy Solutions

We
have added a new business line in our clean energy solutions segment consisting of Waste to Energy processing equipment, engineering
services and Waste to Energy processing power plant joint ventures where we expect to retain an ownership interest in the project.

Waste-to-Energy
technologies that process non-renewable waste can reduce environmental and health damages while generating sustainable energy. Waste-to-Energy
technologies consist of waste treatment process that creates energy in the form of electricity, heat or fuels from a waste source. These
technologies can be applied to several types of waste: from the biomass (e.g. woodchips) to semi-solid (e.g. thickened sludge from effluent
treatment plants) to liquid (e.g. domestic sewage) and gaseous (e.g. refinery gases) waste.

Waste
to Energy Solutions can be used:

●

In
any town, city or province with established waste management and collection.

●

Where
there is a consistent supply of solid waste.

●

Places
where treatment costs increase with shortages of space to store waste.

●

In
areas with high energy prices to allow for cost of recovery from waste.

Waste
to Energy Solutions have many benefits:

●

Electricity
from Waste to Energy plants can be generated from small amounts up to 30 MW providing for
a wide range of opportunities to sell it back to the grid.

●

The
synthetic renewable fuel gas produced from waste can be used for various production of recyclable
energy such as hot water, thermo-oil or steam, renewable natural gas or hydrogen.

●

Landfill
waste is reduced and so is leachate and methane released from decomposing landfills.

●

Waste
is a reliable source of energy and production is typically predictable and low cost whereas
fossil fuel prices can fluctuate dramatically.

Traditional Incineration Methods Have Significant Downsides:

●

Air
pollution can increase because scrubbing technologies are very expensive to install.

●

Many
industrial, agricultural, and mixed municipal solid wastes have high moisture content at
the source and direct incineration of such waste requires burning fossil fuel to maintain thermal conversion process.

●

Carbon that otherwise would be stored in landfill is released into the air.

●

Ash
and flue gas cleaning residues from incineration can also cause poisonous leachate problems if not properly disposed of which
disposal is costly and causes downstream environmental issues.

●

Generating
electricity from incineration releases more CO2, SO2, NOx and mercury than natural
gas.

(Source:
https://www.energyforgrowth.org/memo/waste-to-energy-one-solution-for-two-problems/)

The
most common form of waste to energy systems is based on incinerators which simply burn waste using air. The Thermal Treatment on Grate
is the most widespread technology being used by large waste landfills to generate electricity and heat. These systems produce substantial
amounts of ash, heavy metals and carbon dioxide which need to be treated and disposed of to minimize its impact on the environment. They
also require substantial amounts of pre-treatments prior to burning.

The
Thermal on Grate incineration process, while wide-spread, is too expensive and complex for smaller and mid-sized waste to energy
projects creating, what we believe, is a significant market opportunity in small and mid-sized waste processing applications to
create not only electricity but valuable renewable natural gas, biodiesel oil, hydrogen, methane, and biochar.

Our
solution is a patented High Temperature Ablative Pyrolysis (HTAP) Biomass Reactor as a viable commercial solution to the costs and
environmental problems posed by traditional incineration methods. We have the exclusive license and right to sell the HTAP10 and
HTAP5 and related products manufactured by Enex which has a proven installed commercial base of customers using its waste to energy
solutions. We believe this is an ideal solution to process waste for small to mid-sized waste to energy generation applications
needed for processing industrial and municipality solid waste, agriculture waste, and forestry waste.

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Pyrolysis
systems decompose waste without the use of oxygen under varying pressurized conditions and at temperatures ranging from 300 degrees Celsius
to 1,300 degrees Celsius. The major advantage of pyrolysis is that it is a cost-effective technology and helps curb environmental pollution.
Pyrolysis systems are gradually replacing traditional incineration and gaining momentum in the waste to energy processing market, because they address many of the pre-treatment issues and, when using high temperature and high-pressure, substantially reduce or eliminate pollutants. (Source:
“Life Cycle Assessment of Waste-to-Bioenergy Processes: a Review” Pooja Ghosh,... Arunaditya Sahay, in Bioreactors, 2020)

Pyrolysis
systems can produce hydrogen, renewable natural gas, bio-diesel oil, charcoal, and biochar which are used to power hydrogen, diesel,
and natural gas engines or electrical turbines which can be sold and often are eligible for substantial tax and pricing benefits. When
compared with the conventional incineration plant that runs in the capacity of kilotons per day, the scale of the pyrolysis plant is
more flexible, and the output of pyrolysis can be integrated with other downstream technologies for product upgrading. (Source: Influential
Aspects in Waste Management Practices. Karthik Rajendran PhD, Jerry D. Murphy PhD, in Sustainable Resource Recovery and Zero Waste
Approaches, 2019) In addition, biochar stores and reduces atmospheric CO2 and can be used as a soil conditioner, an organic component
of animal feeds, construction materials, wastewater treatment and in textiles. (Source: https://www.bioenergyconsult.com/applications-of-biochar/)

The
ablative pyrolysis system is a waste to energy process that largely eliminates pre-treatment and the harmful pollutants and storage waste
produced when using standard incineration and other pyrolysis technologies. It uses high pressure to generate fast pyrolysis and is designed
so that the heat transferred from a hot reactor wall softens the feedstock under pressure and permits larger feedstock particles to be
processed without pre-treatment. These systems create high relative motion between the reactor wall and the feedstock. The process avoids
the need of inert gas and hence the processing equipment is small and the reaction system is more intense. (Source: http://biofuelsacademy.org/index.html%3Fp=608.html)

CETY
has a licensed proprietary patented ablative pyrolysis system for commercial use that has been installed in 7 sites for use in waste
to energy creating applications processing including peat, coal, flax waste, sawdust and wood scrap, straw, buckwheat husks, and
cardboard, tapes, films and paper machine sludge. The technology has been implemented in over 1,500 onsite power generation projects
in Russia working with major energy production companies such as Gazprom, Rosneft, Lukoil and Rostelecom as well as completing
several projects for customers in the European Union, Middle East and United States. Due to the conflict in the Ukraine, ENEX is
redomiciling and relocating key personnel to Turkey where it will complete an existing project and is expected to wind down its
operations. CETY will develop additional ablative technology and expects to manufacture units in the United States. Sales and
European distribution will be run out of a CETY office that has been established in Turkey.

CETY
has global rights (except in Russia and CIS countries) to design, build, manufacture, sell and operate renewable energy and waste recovery
facilities HTAP10 and HTAP5 systems and other products and technologies we expect to develop in the future.

The
patented HTAP technology utilizes a higher temperature that uses a cleaner gas for the heating process and a more efficient biogas turbine.
The units can be customized to produce hydrogen, natural gas, diesel oil and biochar in varying quantities which can be sold or used
to produce electricity. We believe that the key benefits of the HTAP Biomass Reactor are:

●

Flexibility
in waste sourcing and mixing.

●

Customized
outputs of hydrogen, synthetic fuels, natural gas, methane, biochar, carbon black, or construction
materials.

●

Better
waste sourcing and mixing flexibility.

●

Near-zero
emissions.

●

Modular
design.

●

Zero
liquid discharge.

11

●

Zero
solid waste residue waste.

●

Modular,
containerized design reducing implementation costs.

●

Proven
commercial implementation.

We
are targeting industrial and municipality solid waste, landfill waste, agriculture waste (straw, stems, plant biomass, manure, crop waste),
and forestry waste from tree cuttings and shredded products.

We
are in the process of identifying projects domestically and internationally for the HTAP Biomass Reactor. We believe the first
project where we expect to implement the HTAP10 technology is with Vermont Renewable Gas to develop a biomass renewable energy
processing facility. The project is planned for a location in Lyndon, Vermont to convert forest and agriculture biomass waste
products to renewably generated electricity and biochar fertilizer. We expect to annually deliver up to 18,000 MWh of renewable
electricity and 1,500 tons of biochar. The Vermont Renewable Gas project is one of the many renewable energy processing facilities
we plan to commission.

ENEX
HTAP 10 Waste to Energy Processing Plant.

We
established a wholly owned subsidiary called CETY Capital that we expect will help us finance our customers renewable energy projects
producing low carbon energy. CETY Capital, when implemented, should add flexibility to the capacity CETY offers its customers and fund
projects utilizing its products and clean energy solutions. The in-house financing arm is expected to support our sales and build new
renewable energy facilities. To date we have conducted no material operations in this subsidiary.

Our
Clean Energy Initiatives in China

According
to the U.S. Energy Information Administration (EIA) and other industry sources, China’s natural gas consumption has continued to
grow significantly, reaching approximately 390–400 billion cubic meters (bcm) in 2023, up from 280 bcm in 2018. Long-term projections
indicate continued strong growth through 2050, driven by industrial demand, urbanization, and energy transition policies.

Natural
gas accounted for approximately 8–9% of China’s total primary energy mix in recent years, and the Chinese government continues
to target an increase to approximately 15% by 2030 as part of its broader decarbonization and air quality initiatives.

China
remains one of the largest drivers of global natural gas demand growth, supported by policies aimed at reducing coal consumption, including
the country’s ongoing air quality initiatives and energy transition strategies. Post-COVID economic recovery and industrial activity
have further supported sustained demand growth.

China
is also the world’s largest importer of natural gas, with imports delivered through both pipeline infrastructure (primarily from
Central Asia and Russia) and liquefied natural gas (LNG) shipments via coastal terminals.

Liquid
Natural Gas in the Chinese energy market produces half as much carbon dioxide, less than a third as much nitrogen oxides, and 1 percent
as much sulfur oxides at the power plant compared to the average air emissions from coal-fired generation. In addition to reduced air
emissions, natural gas has other environmental benefits that make it a smart fuel choice. Natural gas-fired power plants use about 60
percent less water than coal plants and 75 percent less water than nuclear power plants for the same electricity output. (Source: Conoco
Phillips)

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In
2021, we acquired through our subsidiary, CETY Hong Kong, a liquefied natural gas trading operation called Jiangsu Huanya Jieneng (“JHJ”)
which sources LNG from large LNG producers and distributors and sells it to non-state-owned industries and downstream customers in mainland
China.

CETY
also plans to sell its waste heat recovery and waste to energy products in China as well as provide consulting services relating to the
same to projects in China.

The
JHJ team has more than 10 years of experience in the natural gas and clean energy industry and has maintained relationships and partners
with many natural gas enterprises in China.

CETY
HK

NG
Trading Operations

JHJ’s
principal service is to source and supply NG to industries and municipalities located in the southern part of Sichuan Province and portions
of Yunnan Province. The NG is principally used for heavy truck refueling stations and urban or industrial users in areas that do not
have a connection to local NG pipeline systems. We purchase large quantities of NG from large wholesale NG depots at fixed prices which
are prepaid for in advance at a discount to market. We sell the NG to our customers at prevailing daily spot prices for the duration
of the contracts.

Either
our sources or customers arrange for delivery of the NG. Our profitability depends on our ability to purchase NG at volume discounts
at the beginning of a season and sell it at a delivered price that is higher than the price we pay.

JHJ
traders are experienced NG traders, familiar with the spot and future markets and have relationships with the major users of NG in the
areas that we serve. Our customers may be local or may be as far as 700km from each depot.

We
compete with other NG trading based on availability and price. We target our discount with our sources to partially hedge against
falling spot prices and give us a gross profit targeted at a substantially higher rate than our competitors which are approximately
20-30 percent margins compared against what we believe are 1-5 percent margins by our competitors. So long as there are no major
fluctuations in the spot market, we can offer more competitive prices due to the discounts we receive from the large volumes
purchased and the prepayments for the NG. JHJ has currently established a supply of approximately 8,000 tons of NG for
distribution.

We
are able to purchase NG at a significant discount from our suppliers because our prepayments offer suppliers more certainty with respect
to the sales of their inventory, address their cash flow issues, and allow them to better plan for production. We believe our downstream
customers get better prices from us because of our bulk buying power, ease of inventory management and cash flow.

Both
our suppliers and customers can reduce costs by using JHJ as a centralized procurement center and establishing professional logistics
distribution based on stable supply and downstream demand.

Our
convertible note investment in Heze Hongyuan Natural Gas co. is subject to dilution by additional equity investment into HHNG by third
parties. We do not expect the project to require additional investment from us, JHJ or HHNG. The project has constructed a portion of
the pipelines in the Heze area that links the local industrial users to the national gas pipeline. Certain parts of the pipeline construction
have been delayed due to the permitting process. The project is expected to generate cash flow by the end of 2025. We do not expect to
make further direct minority investments in other pipeline operators.

Engineering,
Consulting and Project Management Services

Engineering. Our
global engineering team supports the design, build, installation, and maintenance of our solutions and supports our technology
customers and innovative start-ups with a broad range of electrical, mechanical and software engineering services. CETY has
assembled a team of experts from around the globe to assist customers at any point in the design cycle. These services include
design processes from electrical, software, mechanical and Industrial design. Utilization of CETY’s design services can
provide our customers with a complete end to end solution.

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Supply
Chain Management. CETY’s supply chain solution provides maximum flexibility and responsiveness through a
collaborative and strategic approach with our customers. CETY can assume supply chain responsibility from component sourcing through
delivery of the finished product. CETY’s focus on the supply chain allows us to build internal and external systems and better
our relationships with our customers, which allows us to capitalize on our expertise to align with our partners’ and customers’
objectives and integrate with their respective processes.

The
Market for Our Products

Waste
to Energy.

Globally,
there are over 2,500 waste-to-energy (WTE) facilities, with Europe and Asia accounting for the majority of installed capacity, and Europe
alone hosting approximately 500–600 plants. The sector continues to expand, particularly in Asia, driven by urbanization, waste
management challenges, and decarbonization policies.

The
global waste-to-energy market has demonstrated steady growth and is projected to reach approximately $80–100 billion by 2030,
growing at a compound annual growth rate (CAGR) of approximately 6–7% over the forecast period. Growth is supported by increasing
regulatory pressure to reduce landfill usage, rising energy demand, and government incentives promoting renewable and circular economy
solutions.

While
the COVID-19 pandemic temporarily disrupted supply chains and delayed certain project developments, the market has since recovered, with
renewed momentum driven by government policies supporting sustainable waste management, energy security, and emissions reduction.

Increasing
government regulations regarding the waste to energy in various countries is one of the major factors driving the growth of global waste
to energy market. For instance, the Federal Power Act gives federal authority over parts of the electric utilities in U.S.
Also acts like Public Utility Regulatory Policy Act (PURPA) and Energy Policy Act are applied by the government to increase the waste
to energy and decrease the CO2 emission by fossil fuels. In addition, escalating investments in R&D by different countries
is also fostering the growth of global waste to energy market. (Source: https://www.epa.gov/laws-regulations/summary-energy-policy-act)

Advanced
thermal conversion technologies, including pyrolysis, gasification, and plasma gasification are gaining increased attention as
lower-emission alternatives to traditional mass-burn waste-to-energy systems. These technologies enable the conversion of waste streams
into syngas, fuels, and other value-added products, supporting decarbonization objectives and improved resource efficiency.

The
global waste-to-energy market continues to expand, driven by the transition away from landfilling, increasing energy demand, and government
policies supporting circular economy initiatives. The market is estimated to be valued at approximately $70–80 billion in the mid-2020s
and is projected to reach approximately $100 billion by 2030, reflecting a compound annual growth rate (CAGR) in the range of 5–7%.

Growth
is further supported by global efforts to reduce reliance on fossil fuels, enhance energy security, and lower greenhouse gas emissions,
positioning advanced waste-to-energy technologies as an important component of the broader energy transition.

Waste
Heat Recovery

The
global waste heat recovery (WHR) market continues to expand, driven by rising energy costs, industrial decarbonization efforts, and increasing
demand for energy efficiency. Recent industry estimates place the market at approximately $65–75 billion in the mid-2020s, with
projections to reach approximately $110–130 billion by 2030, representing a compound annual growth rate (CAGR) of approximately
7–9%.

Key
drivers of growth include increasing industrial energy consumption, higher electricity prices, and regulatory initiatives aimed at improving
energy efficiency and reducing greenhouse gas emissions. Industries such as cement, steel, glass, and refining are increasingly adopting
waste heat recovery technologies to improve operational efficiency and lower energy costs.

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In
addition, government policies and incentives promoting energy conservation and emissions reduction continue to support adoption. As energy
efficiency becomes a critical priority, waste heat recovery is emerging as a cost-effective solution for converting excess thermal energy
into usable power, contributing to both economic and environmental objectives.

In
2020, North America constituted the largest share of the market accounting for approximately 33% of the global total, but countries in
Asia and the Asia Pacific constitute the fasting growing geographic sectors due to rapid industrial expansion.

Recent
federal legislation has modified the availability and duration of certain energy-related tax incentives in the United States. In July
2025, the U.S. Congress enacted the One Big Beautiful Bill Act, which amended and accelerated the phase-out of several clean energy
tax credits originally established under prior legislation. Under this framework, certain energy efficiency and clean energy investment
incentives remain available for qualifying projects placed in service before their applicable phase-out dates. These incentives may support
investments in technologies that improve industrial energy efficiency, including waste heat recovery and Organic Rankine Cycle (“ORC”)
power generation systems that convert industrial waste heat into electricity. Federal tax incentives, together with state and local programs,
may improve the economic attractiveness of waste heat recovery installations by reducing capital costs and supporting broader adoption
of energy efficiency technologies in industrial facilities. However, the availability, duration, and eligibility requirements of such
incentives are subject to change through future legislation, regulatory guidance, or administrative interpretation.

A
Renewable Portfolio Standard (RPS) is a state incentive program that requires a certain percentage of electricity sold by utilities in
the state to come from renewable resources. It diversifies the energy portfolio of the state while encouraging economic development.
By establishing an RPS a state creates a market for Renewable Energy Credits (RECs). Each utility must obtain and retire a certain number
of RECs annually. Several states, including Colorado, Wisconsin, Illinois and California among others, have now listed waste heat to
power as an eligible resource in their RPS program.

LNG
Trading and Joint Venture

Historically,
the Company participated in natural gas trading activities in the People’s Republic of China through its PRC subsidiaries and through
Shuya, an entity in which the Company previously held a 49% equity interest. In December 2025, the Company divested its equity interest
in Shuya as part of a strategic shift to focus on its core clean energy technology and distributed energy project development activities.
Following the disposition of this investment, the Company no longer holds an ownership interest in Shuya. The Company continues to evaluate
its remaining international operations in connection with its broader strategic focus on energy efficiency, waste heat recovery, and
distributed power generation solutions.

China
has also been one of the world’s largest importers and consumers of natural gas, driven by industrial demand, urbanization, and
policies encouraging the substitution of natural gas for higher-emission fuels. Government planning initiatives, including national five-year
plans and regional development programs, have historically supported the expansion of natural gas supply infrastructure and transportation
fuel networks in various provinces, including southwestern regions such as Sichuan, Yunnan, and Guizhou.

In
these regions, LNG production facilities and refueling infrastructure have been developed to support transportation fleets and industrial
users. These developments historically created opportunities for natural gas trading and supply activities involving regional distribution
networks and downstream commercial customers.

While
the Company previously engaged in natural gas trading activities in China through its subsidiaries and Shuya, the Company continues to
evaluate its international operations and strategic priorities, including the potential restructuring, reduction, or disposition of certain
activities outside its core clean energy technology and project development focus.

15

Sales
and Marketing

We
utilize both a direct sales force and global distribution group with expertise in heat recovery solutions and clean energy markets.

CETY
maintains an online presence through our web portal and social media. We also have established cross-sale agreements with synergistic
technology providers promoting our solutions to our respective customers. We utilize email campaigns to keep the marketplace abreast
of the recent developments with our solutions. We work with the municipalities to identify incentive programs that could utilize our
solutions.

Our
application engineers assist in converting the opportunities into projects. We provide technical support to our Clean CycleTM
generator clients and recently introduced waste to energy plants through providing maintenance and product support.

Our
market focus is segmented by the engine heat recovery, waste to energy plants, engineering & procurement, and renewable energy trade,
wastewater treatment plants and boiler applications with excess heat.

Our
experienced team of LNG traders identify producers and customers for the LNG trading business as well as originate acquisition opportunities
for our Shenzhen Gas joint venture.

Suppliers

Our
heat recovery solutions systems are manufactured primarily from components available from multiple suppliers and to a lesser extend from
custom fabricated components available from various sources. We purchase our components from suppliers based on price and availability.
Our significant suppliers in the Waste Heat Recovery business include Powerhouse, Concise Instrument, and Grainger.

Our
waste to energy components are sourced globally, including in the US, with the exception of the core components originally sourced
in Russia and now being transitioned to Turkey and US. We are in the process of establishing an inhouse center of competence and
technology development based out of Turkey to source these components in Europe and US with the ability to deploy the product
globally. Although future impacts cannot be predicted the company does not foresee any negative impact from the Russia and Ukraine
conflict.

The
natural gas in China is obtained from various local production plants in Southeast China based on price and quality. Deliveries of the
NG are made through third party trucking companies. We purchase large quantities of NG from large wholesale NG depots at fixed prices
which are discounted and prepaid for in advance at a discount to market.

Competition

ORMAT,
Exergy, TAS and Turboden are the leaders in ORC system power plants with more than 75% of installed capacity and plants, Exergy and TAS
are following with around 13% and 6% of the market respectively, while Turboden has recently penetrated the geothermal market with about
2% of the installed capacity.

The
Waste to Energy Market is dominated by Hitachi Zosen Inova AG, Suez, Veolia, Ramboll Group A/S, Covanta Holding Corporation, China Everbright
International Ltd., Abu Dhabi National Energy Company PJSC, Babcock & Wilcox Enterprises lnc., Whaleboater Technologies lnc., Xcel
Energy lnc. (Source: https://www.polarismarketresearch.com/industry-analysis/waste-to-energy-market)

We
also compete with numerous companies that are smaller than the major companies who are focused on the small to medium-sized installations
in Waste Heat Recovery and Waste to Energy. We believe our waste to energy products are more efficient for use in small and medium sized
operations than our competitors’ and provide us with a competitive advantage on that basis.

In
China, our NG trading operations compete with large state-owned LNG producers and importers such as Sinopec and many smaller local energy
trading companies in the PRC. We compete based on price and consistency of services.

16

Company
Information

We
were incorporated in California in July 1995 under the name Probe Manufacturing Industries, Inc. We redomiciled to Nevada in April 2005
under the name Probe Manufacturing, Inc. We manufactured electronics and provided services to original equipment manufacturers (OEMs)
of industrial, automotive, semiconductor, medical, communication, military, and high technology products. On September 11, 2015, Clean
Energy HRS, or “CE HRS”, our wholly owned subsidiary, acquired the assets of Heat Recovery Solutions from General Electric
International. In November 2015, we changed our name to Clean Energy Technologies, Inc.

Our
principal executive offices are located at 1340 Reynolds Avenue Unit 120, Irvine, California, 92614. Our telephone number is (949) 273-4990.
Our common stock is listed on the Nasdaq Capital Market under the symbol “CETY.”

Our
internet website address is www.cetyinc.com, and our subsidiary’s website is www.heatrecoverysolutions.com. The information
contained on our websites are not incorporated by reference into this document, and you should not consider any information contained
on, or that can be accessed through, our website as part of this document.

The
Company has four reportable segments: Clean Energy HRS (HRS), CETY Europe, the legacy electronic manufacturing services (Electronic Assembly)
division, and CETY Hong Kong.

Patents

We
hold 11 patents in 4 countries, including the US, which were acquired from General Electric International relating to our magnetic turbine
technology.

Intellectual
Property

As
part of our asset acquisition from General Electric International, we acquired an exclusive, irrevocable, sublicensable, limited transferable,
royalty free, fully paid, worldwide perpetual license to develop, improve and commercialize Calnetix’s magnetic turbine in any
Organic Rankine Cycle based application where heat is sourced from a reciprocating combustion engine of any type, except marine vessels,
any gas or steam turbine systems for electrical power generation applications or any type of biomass boiler system.

The
Company has entered into an intellectual property rights purchase and transfer agreement with ENEX relating to its pyrolysis technology
originally developed in Russia. Under this agreement, the Company has acquired and been assigned certain intellectual property rights
associated with the pyrolysis system, subject to the terms and conditions set forth therein.

Accordingly,
the Company’s rights to this technology are based on an ownership interest in the transferred intellectual property, rather than
a license arrangement.

Facilities

We
are headquartered in Irvine, California, and we have a 3,000 sq-ft office in Irvine. Our Heat Recovery Solutions business unit operates
from a 6,000 sq-ft state-of-the-art facility in Irvine, California. We have in-house electro-mechanical assembly and testing capabilities.
Our products are compliant with American Society of Mechanical Engineers and are UL and CE approved. We also have a 1,000 sq-ft sales
and service center located in Treviso, Italy. We also have a 2,000 sq-ft R&D center in Antalya, Turkey. Our Asian headquarters is
located in Hong Kong, and our 3,000 sq-ft Engineering consultancy and Natural Gas Trading company is located in Chengdu, China.

Employees

We
presently have approximately 15 total employees, including operational, engineering, accounting and marketing personnel. We utilize an
extensive number of consultants as well and have never experienced work stoppages, and we are not a party to any collective bargaining
agreement. We also have 7 employees in JHJ & SHJ in China.

17

Government
Regulation

Our
operations are subject to certain foreign, federal, state and local regulatory requirements relating to environmental, waste management,
and health and safety matters. We believe we operate in substantial compliance with all applicable requirements. However, material costs
and liabilities may arise from these requirements or from new, modified or more stringent requirements. Material cost may rise due to
additional manufacturing cost of raw or made parts with the application of new regulations. Our liabilities may also increase due to
additional regulations imposed by foreign, federal, state and local regulatory requirements relating to environmental, waste management,
and health and safety matters. In addition, our past, current and future operations and those of businesses we acquire, may give rise
to claims of exposure by employees or the public or to other claims or liabilities relating to environmental, waste management or health
and safety concerns.

Our
markets can be positively or negatively impacted by the effects of governmental and regulatory matters. We are affected not only by
energy policy, laws, regulations and incentives of governments in the markets into which we sell, but also by rules, regulations and
costs imposed by utilities. Utility companies or governmental entities could place barriers on the installation of our product or
the interconnection of the product with the electric grid. Further, utility companies may charge additional fees to customers who
install on-site power generation, thereby reducing the electricity they take from the utility, or for having the capacity to use
power from the grid for back-up or standby purposes. These types of restrictions, fees or charges could hamper the ability to
install or effectively use our products or may increase the cost to our potential customers for using our systems in the future.
This could make our systems less desirable, thereby adversely affecting our revenue and profitability potential. In addition,
utility rate reductions can make our products less competitive which would have a material adverse effect on our future operations.
These costs, incentives and rules are not always the same as those faced by technologies with which we compete. However, rules,
regulations, laws and incentives could also provide an advantage to our Heat Recovery Solutions as compared with competing
technologies if we are able to achieve required compliance at a lower cost when our Clean CycleTM generators are
commercialized. Additionally, reduced emissions and higher fuel efficiency could help our future customers combat the effects of
global warming. Accordingly, we may benefit from increased government regulations that impose tighter emission and fuel efficiency
standards.

Due
to our operations in China, we are subject to additional regulations that apply to companies doing business in mainland China. See “Disclosures
Relating to Our Chinese Operations” for more information.

Research
and Development

We
had no expenses in Research and Development costs during the years ended December 31, 2025, and 2024.

WHERE
YOU CAN GET ADDITIONAL INFORMATION

We
file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy our reports or
other filings made with the SEC at the SEC’s Public Reference Room, located at 100 F Street, N.E., Washington, DC 20549. You can
obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. You can also access these reports
and other filings electronically on the SEC’s web site, www.sec.gov.