Burcon NutraScience (BRCNF) SC 13G/A Burcon NutraScience Corp

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

(Amendment No. 2)

Under the Securities Exchange Act of 1934

Burcon NutraScience Corporation
(Name of Issuer)

Common Share without par value
(Title of Class of Securities)

120831 10 2
(CUSIP Number)

Ms. Chau Mei Wah, Rosanna
30^th Floor, Bank of America Tower, 12 Harcourt Road, Central, Hong Kong
+852 2831 8118
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

with copy to:
Kenneth K. Kwok, Esq.
Dorsey & Whitney
Suite 3008, One Pacific Place
88 Queensway
Hong Kong

April 2, 2014 and September 10, 2014

(Date of Event Which Requires Filing of This Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o  Rule 13d-1(b)
o  Rule 13d-1(c)
x  Rule 13d-1(d)

Cusip Number 120831 10 2 Page 2 of 10

CUSIP No. 120831 10 2
(1)	Names of Reporting Person: Large Scale Investments Limited I.R.S. Identification Nos. of above person (entities only):  NOT APPLICABLE
(2)	Check the appropriate box if a member of a group:
	(a)  o
	(b)  o
(3)	SEC use only:
(4)	Citizenship or Place of Organization: British Virgin Islands
Number of shares beneficially owned by each Reporting Person with:
	(5)  Sole Voting Power:  0
	(6)  Shared Voting Power: 5,208,798 common shares
	(7)  Sole Dispositive Power:  0
	(8)  Shared Dispositive Power: 5,208,798 common shares
(9)	Aggregate Amount Beneficially Owned by Each Reporting Person:  5,208,798 common shares
(10)	Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o
(11)	Percent of Class Represented by Amount in Row (9): 15.20%
(12)	Type of Reporting Person:  CO

Cusip Number 120831 10 2 Page 3 of 10

CUSIP No. 120831 10 2
(1)	Names of Reporting Person: Great Intelligence Limited I.R.S. Identification Nos. of above person (entities only):  NOT APPLICABLE
(2)	Check the appropriate box if a member of a group:
	(a)  o
	(b)  o
(3)	SEC use only:
(4)	Citizenship or Place of Organization: British Virgin Islands
Number of shares beneficially owned by each Reporting Person with:
	(5)  Sole Voting Power:  0
	(6)  Shared Voting Power: 1,902,352 common shares
	(7)  Sole Dispositive Power:  0
	(8)  Shared Dispositive Power: 1,902,352 common shares
(9)	Aggregate Amount Beneficially Owned by Each Reporting Person:  1,902,352 common shares
(10)	Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o
(11)	Percent of Class Represented by Amount in Row (9):  5.57%
(12)	Type of Reporting Person:  CO

Cusip Number 120831 10 2 Page 4 of 10

CUSIP No. 120831 10 2
(1)	Names of Reporting Person: ITC Corporation Limited I.R.S. Identification Nos. of above person (entities only):  NOT APPLICABLE
(2)	Check the appropriate box if a member of a group:
	(a)  o
	(b)  o
(3)	SEC use only:
(4)	Citizenship or Place of Organization: Bermuda
Number of shares beneficially owned by each Reporting Person with:
	(5)  Sole Voting Power:  0
	(6)  Shared Voting Power: 7,111,150 common shares
	(7)  Sole Dispositive Power:  0
	(8)  Shared Dispositive Power: 7,111,150 common shares
(9)	Aggregate Amount Beneficially Owned by Each Reporting Person:  7,111,150 common shares
(10)	Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o
(11)	Percent of Class Represented by Amount in Row (9):  20.75%
(12)	Type of Reporting Person:  CO

Cusip Number 120831 10 2 Page 5 of 10

Item 1(a).	Name of Issuer: Burcon NutraScience Corporation
Item 1(b).	Address of Issuer’s Principal Executive Offices:
	This statement relates to the common shares without par value of Burcon NutraScience Corporation (the “Issuer”).  The principal executive office of the Issuer is located at 1946 West Broadway, Vancouver, British Columbia, Canada V6J 1Z2.
Item 2(a).	Name of Persons Filing:   This statement is filed by: (i) Large Scale Investments Limited (“Large Scale”), a British Virgin Islands company; (ii) Great Intelligence Limited (“Great Intelligence”), a British Virgin Islands company; and (iii) ITC Corporation Limited (“ITC”) a Bermuda company. Large Scale, Great Intelligence and ITC are referred to herein collectively as the “Reporting Persons”, and individually as a “Reporting Person”.
Item 2(b).	Address of Principal Business Office or, if none, Residence:
	The address of the principal business office of each of the Reporting Persons is: (i) Large Scale – Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands; (ii) Great Intelligence – Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands; (iii) ITC – 30th Floor, Bank of America Tower, 12 Harcourt Road, Central, Hong Kong.
Item 2(c).	Citizenship:
	The citizenship of each of the Reporting Persons is set forth above.
Item 2(d).	Title of Class of Securities: Common Share without par value
Item 2(e).	CUSIP Number: 120831 10 2
Item 3.	If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
	Not Applicable
Item 4.	Ownership
Reference is hereby made to Items 5 – 9 and 11 of pages 2 – 4 of this Schedule, which Items are incorporated by reference herein.
Large Scale holds 5,089,880 common shares of the Issuer and 118,918 warrants of the Issuer with each warrant entitling Large Scale to acquire 1 common share of the Issuer at CAD 2.82 (subject to adjustment) exercisable on or before April 2, 2016, in total representing approximately 15.20% of the issued and outstanding common shares of the Issuer (assuming the issuance of 118,918 common shares upon exercise of the warrants). Great Intelligence holds 1,902,352 common shares of the Issuer, representing approximately 5.57% of the issued and outstanding common shares of the Issuer. The securities reported on this Schedule as beneficially owned by ITC are held by Large Scale and Great Intelligence. ITC, which owns all of the voting interest in Large Scale and Great Intelligence, may be deemed pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to beneficially own and to share voting and dispositive power in respect of the 5,208,798 common shares of the Issuer beneficially owned by Large Scale and the 1,902,352 common shares of the Issuer held by Great Intelligence.

Cusip Number 120831 10 2 Page 6 of 10

The filing of this statement should not be construed as an admission that ITC is, for the purposes of Sections 13(d) or 13(g) of the Exchange Act, the beneficial owner of the shares covered by this statement.

The calculation of percentage beneficial ownership in Item 11 on pages 2 – 4 was derived from the corporate factsheet as made available on the Issuer’s web-site (http://www.burcon.ca/investors/corporate_factsheet.php) as of January 23, 2015 in which the Issuer stated that the number of its issued shares was 34,144,969. The Issuer’s most recent annual report of the filed with the Commission is the Annual Report of the Issuer for the fiscal year ended March 31, 2014, which was filed on June 23, 2014. In such annual report, the Issuer reported 31,624,693 outstanding common shares as of March 31, 2014. However, the Reporting Persons believe that this information is no longer accurate, following the completion of the Issuer’s (i) rights offering and related issue of 1,860,276 common shares on April 2, 2014 and (ii) private placement and issue of 660,000 common shares on January 22, 2015. In addition, for purposes of calculating the percentage beneficial ownership by Large Scale and ITC of the Issuer’s common shares only, the issued and outstanding common shares of the Issuer are deemed to include the 118,918 common shares issuable upon exercise of the warrants held by Large Scale.

Item 5.	Ownership of Five Percent or Less of a Class.
	NOT APPLICABLE
Item 6.	Ownership of More than Five Percent on Behalf of Another Person.
	NOT APPLICABLE
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	See Exhibit1
Item 8.	Identification and Classification of Members of the Group.
	NOT APPLICABLE
Item 9.	Notice of Dissolution of Group.
	NOT APPLICABLE
Item 10.	Certification.
	NOT APPLICABLE

Cusip Number 120831 10 2 Page 7 of 10

Exhibit 1	List of subsidiaries as required by Item 7 on page 6 of this Schedule
Exhibit 2	Joint Filing Statement among Large Scale, Great Intelligence and ITC

Cusip Number 120831 10 2 Page 8 of 10

SIGNATURE

After reasonable inquiry and to the best of his and its knowledge and belief, each of the following certifies that the information set forth in this statement is true, complete and correct.

LARGE SCALE INVESTMENTS LIMITED
Date: 27 January 2015
Signature:	/s/ Chau Mei Wah, Rosanna
Name:	Chau Mei Wah, Rosanna
Title:	Director

GREAT INTELLIGENCE LIMITED
Date: 27 January 2015
Signature:	/s/ Chau Mei Wah, Rosanna
Name:	Chau Mei Wah, Rosanna
Title:	Director

ITC CORPORATION LIMITED
Date: 27 January 2015
Signature:	/s/ Chau Mei Wah, Rosanna
Name:	Chau Mei Wah, Rosanna
Title:	Deputy Chairman and Managing Director

Cusip Number 120831 10 2 Page 9 of 10

Exhibit 1

Large Scale Investments Limited and Great Intelligence Limited are subsidiaries of ITC Corporation Limited

Cusip Number 120831 10 2 Page 10 of 10

Exhibit 2

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Schedule 13G (including amendments thereto) with respect to the common shares without par value of Burcon NutraScience Corporation and further agree that this Joint Filing Agreement be included as an exhibit to such joint filing.

LARGE SCALE INVESTMENTS LIMITED
Date: 27 January 2015
Signature:	/s/ Chau Mei Wah, Rosanna
Name:	Chau Mei Wah, Rosanna
Title:	Director
GREAT INTELLIGENCE LIMITED
Date: 27 January 2015
Signature:	/s/ Chau Mei Wah, Rosanna
Name:	Chau Mei Wah, Rosanna
Title:	Director
ITC CORPORATION LIMITED
Date: 27 January 2015
Signature:	/s/ Chau Mei Wah, Rosanna
Name:	Chau Mei Wah, Rosanna
Title:	Deputy Chairman and Managing Director