The world champion Springboks were comprehensive 33-7 winners in their tournament opener against the Wallabies in Brisbane last weekend and have rested several of their established names as coach Rassie Erasmus gives further experience to his wider group.
Aphelele Fassi comes in at full-back, part of a back three that also includes Cheslin Kolbe and Makazole Mapimpi. Jesse Kriel keeps his place at outside centre and will partner Lukhanyo Am, who gets a rare run in the number 12 jersey.
Young fly-half Sacha Feinberg-Mngomezulu retains his place after an impressive display and there will be a first start for Van den Berg at scrum-half.
Props Thomas du Toit and Jan-Hendrik Wessels are on either side of hooker Johan Grobbelaar in an all-new front row, while there is also a new lock pairing in captain Salmaan Moerat and Nortje.
Elrigh Louw stays at number eight, with Pieter-Steph du Toit shifting from lock back to his more familiar flanker position and Marco van Staden completing the back row.
"We made it clear from the outset this season that one of our main goals is to build squad depth with an eye on the next Rugby World Cup here in Australia, and we feel there is no better way to test some of the younger players and assess where we are as a group against a top-tier nation, especially away from home," Erasmus said.
There is plenty of experience on the bench, including two fly-halves in Manie Libbok and Handre Pollard in a 5-3 split between forwards and backs.
Team: 15-Aphelele Fassi, 14-Cheslin Kolbe, 13-Jesse Kriel, 12-Lukhanyo Am, 11-Makazole Mapimpi, 10-Sacha Feinberg-Mngomezulu, 9-Morne van den Berg, 8-Elrigh Louw, 7-Pieter-Steph du Toit, 6-Marco van Staden, 5-Ruan Nortje, 4-Salmaan Moerat, 3-Thomas du Toit, 2-Johan Grobbelaar, 1-Jan-Hendrik Wessels
Replacements: 16-Malcolm Marx, 17-Ox Nche, 18-Vincent Koch, 19-Eben Etzebeth, 20-Kwagga Smith, 21-Grant Williams, 22-Manie Libbok, 23-Handre Pollard.
