X0206 3 2018-11-08 0 0001502034 GNC HOLDINGS, INC. GNC 0001759402 Harbin Pharmaceutical Group Co., Ltd. NO. 68, LIMIN WEST FOURTH STREET LIMIN DEVELOPMENT ZONE HARBIN F4 CHINA 0 0 1 0 Series A Convertible Preferred Stock 5.35 Class A Common Stock 18691588 D Each share of Series A Convertible Preferred Stock accrues dividends quarterly at an annual rate of 6.50% of the Stated Value. Dividends are payable, at the Issuer's option, in cash or in kind by issuing additional shares of Convertible Preferred Stock or by increasing the Stated Value by the amount per share of the dividend, or a combination thereof. Each share of Series A Convertible Preferred Stock is convertible, at the option of the holder, into a number of shares of the Issuer's Class A Common Stock calculated by dividing the Stated Value, plus any accumulated and unpaid dividends on such share of Series A Convertible Preferred Stock, by the conversion price. "Stated Value" means a per share value of $1,000, subject to increase in connection with the payment of dividends in kind as described above. Harbin Pharmaceutical Group Co., Ltd holds 100,000 shares of Series A Convertible Preferred Stock. HARBIN PHARMACEUTICAL GROUP CO., LTD, By: /s/ Hsing Chow, Name: Hsing Chow, Title: Authorized Signatory 2018-11-19