Underwriting Syndicate Structures: Bookrunner vs JGC vs Co-Manager

The underwriting syndicate in a Hong Kong IPO is a tiered structure with distinct roles and liability profiles. At the top, Sponsors bear the heaviest regulatory responsibility — they are jointly and severally liable for the prospectus under SFC Code of Conduct Paragraph 17 and are responsible for due diligence, regulatory liaison, and Listing Committee presentation. Below sponsors, Joint Global Coordinators (JGCs) manage the overall transaction logistics — coordinating the syndicate, setting the marketing strategy, and advising on pricing. Bookrunners lead the bookbuilding process, taking institutional orders and building the order book that determines final pricing. Co-Managers are junior syndicate members who receive smaller allocations and contribute to distribution reach. In a typical Hong Kong IPO, there are 2-4 sponsors, 3-5 JGCs (often overlapping with sponsors), 5-10 bookrunners, and 5-15 co-managers. The economics follow the hierarchy: sponsors and JGCs receive the largest fee share (often 1.5-2.5% of deal value each), bookrunners receive 0.5-1.5%, and co-managers receive 0.1-0.5%. The key selection criterion for issuers is balancing the prestige and distribution power of global banks against the regulatory expertise of local sponsors and the sector specialism of boutique banks.