Namibia coach Phil Davies has made a total of 11 changes to his starting lineup facing the Springboks in Toyota City on Saturday.
Only four players, including captain Tjiuee Uanivi, have kept their place in the team that went down to Italy in Namibia’s World Cup opener.
Fullback Johan Tromp and wing Chad Plato remain in the starting lineup, as does flyhalf Cliven Loubser.
There is a new centre pairing as PJ Walters and JC Greyling are named to start in midfield, while wing Lesley Kim also starts after coming off the bench against Italy.
Scrumhalf Eugene Jantjies, 33, will win his 69th cap, playing in his fourth World Cup since 2007.
There are a further seven changes to the pack, with a new loose trio and front row. Adriaan Booysen will start at No 8 and is joined in the back row by Max Katjijeko and Thomasau Forbes.
Uanivi will combine with Leopards lock Johan Retief in the second row.
AJ De Klerk and Des Sethie will flank Louis van der Westhuizen in the front row.
Namibia –15 Johan Tromp, 14 Chad Plato, 13 JC Greyling, 12 PJ Walters, 11 Lesley Klim, 10 Cliven Loubser, 9 Eugene Jantjies, 8 Adriaan Booysen, 7 Max Katjijeko, 6 Thomasau Forbes, 5 Tjiuee Uanivi (c), 4 Johan Retief, 3 AJ De Klerk , 2 Louis van der Westhuizen, 1 Des Sethie.
Subs: 16 Obert Nortje, 17 Andre Rademeyer, 18 Johannes Coetzee, 19 Prince !Gaoseb, 20 Janco Venter, 21 Wian Condradie, 22 Helarius Axasman Kisting, 23 Johan Deysel.
Photo: Ken Ishii/Getty Images